Mecha Ben 10: Omniverse
by immortal starscream
Summary: Even after defeating Diagon the Destroyer Ben's still saving the world, with a new partner and villains both old and new popping up are they up to the challenge? Sequel to Mecha Ben 10: Ultimate Alien Force
1. Things Change

Things Change

After a surprisingly semi-difficult fight Ben, Gwen, and Kevin had captured Zombozo and, disturbingly, retrieved the brain he had stolen from Bellwood brain bank they were now standing in front of Kevin's car with Zombozo tied up on the ground "Ben I noticed that you were really off your game big time in this fight" Gwen said, concerned for cousin. Ben gave a sigh and whispered the reason into Gwen's ear "oh Ben, if you didn't want to fight him you should have just said so"

"I know but this was our last fight together and I wanted to do it as a team"

"Ben this won't be our last fight after I finish collage there will be plenty of opportunities to fight together as a team"

"yeah but still I'm gonna miss you"

"I'll miss you too"

Ben then turned to Kevin "and I take it wherever Mary went her lamb was sure to go?" he said

Kevin gave a small smile "yeah I found a place near campus" Kevin replied before Ben held out his hand, Kevin grabbed it and they shoulder bumped

"miss ya big guy"

"miss ya too metal head"

Ben then let go of Kevin's hand and then he gave his cousin a gentle hug "take care of yourself" Ben said

"you too" Gwen replied they then let go and she gave Ben a kiss on the cheek before she and Kevin hopped in Kevin's car, Ben gave them a salute and then they drove off.

Ben gave sigh and then looked at the brain in the jar he was holding 'now I just need to take this back' he thought

"oh what a touching moment, it makes me just want to puke with joy" Zombozo said which sent a slight shiver up Ben's spine. "You know Tennyson I couldn't help but notice that you seemed quite off during our little rumble, could it be that you're afraid of me again?"

Ben gave a pause "n-no, I'm not af-fraid of you" Ben responded with a slight stutter

"then why don't you say that straight to my face?"

Ben paused again "b-because your hideous t-that's why"

"bwahahahaha oh this is too rich the great Ben Tennyson, hero of the world is afraid of clown's" Ben just blushed and ignored him as best he could until the plumbers arrived to take Zombozo away.

Later

Ben was now having lunch at Burger Shack with his girlfriend of 6 months, Ester. They had met 2 days after the defeat of Diagon, Ben was immediately a nervous wreck the second he laid eyes on her but thanks to her carefree attitude the nervousness quickly disappeared he then asked her out on a date which she had happily accepted. One date lead to another and the next thing Ben knew they were boyfriend and girlfriend, and he couldn't have been happier the two were sitting next to each other feeding one another chilli fries "I so wish we had these down in Undertown" Ester said happily before Ben fed her another fry

"well I personally think those chilli larva are just as good" Ben said, them being one of his favourite snack foods in Undertown

"true" Ester replied before she realised that they had run out of chilli fries. Ester looked left and right seeing that the restaurant was currently empty she gave Ben one of her cheeky grins before she quickly licked his mouth clean, Ben chuckled and then did the same to her. They then wiped their mouths properly with napkins and then just gazed at each other happily "Ben do you know what today is?"

"I'm pretty sure I do" he then pulled a small box out of his pocket and handed it to her "happy half-iversary" he said, she opened it up and found a silver bracelet with several red jewels on it

"Ben it's beautiful" she said in awe, now feeling terrible about the gift she had got for him Ben then put the bracelet on her wrist and locked it shut as soon as it was on she felt herself start to warm up she kept getting warmer and warmer until she actually had to take off her jacket revealing a long sleeved red shirt underneath which she took off as well revealing a black shirt underneath at which point she stopped heating up "Ben what just happened?!" she asked in amazement

"it's a special bracelet I had Brainmatter (fusion of Brainstorm and Grey Matter) make that makes a tiny invisible field over your body that heats you up, so now you'll be able to walk around up here without the need of a huge coat" he said happily

Ester began to tear up "Ben this is the best gift anyone has ever given me" she said before she wrapped her arms around them both 3 times, giving him a huge hug

"anything for my number one girl" he said before he became a bit bold and kissed her neck making her giggle before she let go of him.

"this makes my gift to you seem like garbage" she said as she reached into her coat pocket and pulled a small heart shaped picture frame that had a picture of them hugging and kissing

"Ester this is awesome, thank you" he said and he kissed her on the lips which quickly turned onto a French kiss that lasted a few minutes.

When they broke apart they rested their foreheads against each other and stayed that way, unfortunately the loving moment was cut short as a loud explosion was heard followed by the ground shaking "what was that Ben?" Ester asked

activating his x-ray vision and combining it with his zooming scope he saw a large smoking crater "I think a bomb went off or something over there" Ben stated while pointing in the direction of the crater

"then lets go" Ester said as she grabbed his hand. After they exited the restaurant Ester hopped on Ben's back, wrapping her limbs around him as she did, Ben then activated the jets in his feet and flew off towards the crater while also sending a signal out to Ship for some extra back up if needed. By the time Ben arrived Ship, in the form of a rocket landed next to him before turning back to normal, Ester got off Ben's back and giggled as Ship leapt onto Ben's shoulder

"man I hope nobody was in the building when this happened" Ben said before he slid down into the crater with Ester following him. Once he was in the centre he activated his scanner and slowly turned around scanning the whole creator

"anything Ben?" Ester asked

"no gun powder residue so this wasn't your typical bomb, no scattered DNA so thankfully no one was killed when it went off, and the only person who could tell us what happened is hiding in that toilet over there" Ben said and pointed to the toilet. They were about to walk over when Ship started to growl "what is it Ship?" Ben asked

"ship, ship" it chirped out, Ben looked up to the remaining half of the building and heard a faint whistling sound which was followed by a monstrous creature leaping out of it "ho" "ly" "ship" they said and they dived out of the way to avoid it as it came down.

"do you think that's the thing that caused this?!" Ester asked as the creature roared

"unlikely, Ship, ship mode!" Ben called out

"ship, ship" Ship replied and it turned into its ship form before blasting the creature with a barrage of lasers and missiles Ben then activated his Omnitrix

"time to go (presses down) Four Arms!" the creature managed to shake off Ship's attack, albeit still taking damage, and charged at Four Arms. Four Arms braced himself and managed to stop the creature in its tracks, but only for a moment though as he began to slide back, Ester reared her arm back and then thrust it forward with her arm extending and she punched the creature straight in its right eye. The creature roared in pain before Four Arms flipped it over and slammed it on its back "nice shot Ester" he called out making her blush slightly, Ship then changed from a ship into a catapult that went under the creature and then flung it straight back into the section of the building it had emerged from. Four Arms then pressed down on the Omnitrix symbol and in a flash he turned into "Ultimate Four Arms! Good thing the Ultimate function was installed in my arm" he said before he leapt up to the section of building the creature had been thrown into only to find it gone "huh? Must have run away" he said before he pressed the Omnitrix symbol on his arm and turned back into Four Arms and then back to normal. Ben then flew down and landed in front of Ester and Ship "whatever that thing was it's gone now" Ben said before he held up his hand "great work guys" and they gave a group high five.

"Now let's find out what happened" Ben said and he walked over to the toilet with Ester and Ship following just as they arrived the lid opened up and a small green alien wearing a black jumpsuit popped out

"is it gone?" it asked

"yeah we scared it away, are you okay? are you hurt?"

"Pakmar is fine, this is Pakmar's place...was Pakmar's place" he then hopped out of the toilet and began sweeping

"I think it's a little pointless to be doing that"

"all I wanted was to run my toilet emporium in peace! Now it's in pieces"

"so who did this? dissatisfied customer?"

"hardly! Some off-world lowlifes are shaking down us law-abiding businessmen. We pay them Taydenite, they "protect" us. Only thing is we don't pay, they're the ones we need the protecting from"

"have they threatened anyone else?"

"only every alien shop in Bellwood. Yeesh, kid! Where you been?!" Pakmar finished and continued sweeping.

Ship jumped up onto Ben's head and Ben picked up Ester bridle style before he flew off "have you heard about any of this?" Ben asked

"I heard that there was a new protection group but I didn't know that's what they did" Ester replied, at first Ben wanted to investigate these so called "protectors" but he quickly remembered that he was having his half-iversary with his girlfriend, they soon landed in Bellwood Park "what are we doing here?" Ester asked

"I thought a nice walk in the park would be a good way to test out your gift" Ben said with a smile, getting a hint Ship turned into a mini aeroplane and flew off leaving the two love birds.

The next day

Ben had decided to do a bit of investigating about the "protectors" that Pakmar had had trouble with yesterday, not knowing many big alien stores he decided to go to the main one he knew which happened to belong to Mr. Baumann who he wasn't on good terms with thanks to a few accidents here and there over the years. He entered the store and saw the owner stacking cans "hey there Mr. Baumann" he said making the man almost knock the cans he was stacking over

"Ben how many times have I told you not to sneak up on me"

"67"

"what do you want?"

"would you happen to know, anything about an alien protection racket in Bellwood?"

"nope"

"so they haven't been coming around here?"

"who's been coming around where?"

Ben could tell by Mr. Baumann's body language that he was both lying and that they'd be coming around real soon "look Mr. Baumann I've seen the kind of destruction they can do, I don't want your place to be destroyed knowing that I could have done something to help" Mr. Baumann frowned "just let me observe so I can see how these things go down"

"fine but don't touch _anything_ " he said and he walked back to the counter selecting an alien he pressed down on his Omnitrix and turned into Fasttrack, he then walked over and sat down at the counter and waited. Thankfully he didn't have to wait long as three alien's entered with two of them carrying an odd looking device, he recognised two of them as Fistina and Liam, regulars at the black hole 'so those two are in on this and that must be the bomb' Fasttrack thought

"pay up Baumann" a creature wearing a suit with a bubble like helmet ordered

"you heard about Pakmar didn't you?" Liam asked

"I heard the little guy has great deals on toilets" Fasttrack added

"well I heard that it was an accident" Mr. Baumann stated

"accidents happen all the time, maybe even to you" Bubble Helmet said revealing the device that Fistina and Liam were holding

"okay calm down I don't want any trouble" Mr. Baumann said he then reached under the counter and pulled out a metal box full of Taydenite crystals he pulled a large one out and extended it out to Bubble Helmet who reached out as well but instead of grabbing the large one he grabbed the box of them instead.

As he retracted his arm Fasttrack's hand shot out and grabbed Bubble Helmets arm preventing him from moving it "hey buddy take what he gives you or leave" Fasttrack stated firmly

"this doesn't concern you Citrakayah, now let go of my ar-" before he could finish Fasttrack sliced off Bubble Helmets arm with a karate chop making the hand holding the box let go of it

"here you go Mr. Baumann" he said pushing the box back towards him before he got up and turned to face the three criminals "now unless you want the same to happen to your other arm you're going to leave this place in peace" Bubble Helmets hand went into his arm and when it came back out it was holding a staff that extended out, but before he could use it Fasttrack snatched it out of his hand, gave him a sweep kick knocking Bubble Helmet down to the ground, he then snapped the staff in half and impaled both of Bubble Helmets legs with them pinning them to the ground. Looking up he saw Liam activating the bomb, he bolted over to stop him only to be hit in the face by a flying metal fist sending him tumbling to the side

"not as fast as you think you are, are you" Fistina said Fasttrack looked up and smiled

"neither are you" he replied and the next thing Fistina knew her body was black with green lines

"what is going on?!" she exclaimed

"ship, ship" Ship chirped out as it now had full control of her body. Fistina's hands reached up and took off her head, Ship then tossed her head off to the side before demerging with her body, which stood up straight before Ship knocked it causing it to fall back and crash to the ground.

With the bomb now active Liam and Bubble Helmet (who had freed his legs) made a run for it "*braak* what about Fistina?" Liam asked

"forget about her" Bubble Helmet replied before their path was blocked by Fasttrack

"hold it you're not going anywhere until you deactivate that bomb" he stated before a beeping was heard and in a flash Ben was back to normal. The two criminals started to back away "defuse that bomb now" Ben ordered

"we can't, once it's active it can't be defused" Bubble Helmet said knowing that this was not going to end well for him and Liam Ben then thrust both hands forward striking both villains in the chests and sent them tumbling backwards until they both hit into the shield surrounding the bomb

"well looks like you're going with this store" the two villain's began shaking with fright "unless you tell me who the head off this "protection" thing is"

"He tells us to call him Boss, he's the one in charge of the whole operation" Bubble Helmet said

"and where can I find him?"

"*braak* we'll take you to him if you let us live!" Liam exclaimed

"you'd better" Ben said before he turned into his Anodite form and put a barrier around the bomb just as the countdown reached zero there was a bright glow within the barrier before it went grey inside.

Ben swung his arm and the barrier went outside releasing the smoke, Ben then made mana ropes around Liam and Bubble Helmet restraining them before Ship came over in its battle armour form holding Fistina's head "good boy Ship" Ben said as he turned back to normal and took Fistina's head from Ship who also turned back to normal before hopping up onto Ben's shoulder "see not any damage done" Ben said to Mr. Baumann

"this time" he replied before muttering a 'thank you'.

Activating the phone in his head Ben contacted to his grandpa "Ben?"

"hey grandpa, could you send some Plumbers to Mr. Baumann's store a.s.a.p to pick up two criminals please"

"of course and I'd like you to come to Plumber Headquarters to meet your new partner"

"new partner?"

"yes, fresh out of the academy and top of his class in everything"

"sounds like he has good potential, but I can't come to Plumber HQ right now, I've got a great lead on the head of the guy in charge of the protection scam"

"then how about I send him over to you at Baumann's store?"

"sounds good, talk to ya soon" and Ben hung up

"you know if it wasn't for that hunk of metal on the side of your face people will think you're crazy talking to yourself like that" Bubble Helmet said

"yeah I know" Ben replied casually and waited.

Soon the Plumbers arrived and took Bubble Helmet and Fistina away while Ben kept Liam for guidance, a tall blue furred alien wearing a similar looking armour to Shampa's walked up to him "would you happen to be my new partner?" Ben asked

"yes I am Rook Blonko, it is an honour to meet you sir" Rook said with a slight bow

Ben stuck out his hand "Ben Tennyson (Rook grabbed his hand) nice to meet you" he said as they shook hands "and this is my other partner and friend Ship"

"ship, ship" Ship chirped out

"I assume Ship is a very vital part of your team being a Galvanic Mechamorph"

"yeah I probably would have died quite a few times if it wasn't for this little ball of energy"

"pardon me sir but it is to my understanding that you were currently on a lead to some form of criminal activity?"

"that's correct and this guy is gonna lead us straight to it" Ben said while pointing down to Liam who's head he currently had his foot on, due to the mana ropes wearing off

"I was wondering why you were doing that"

Ben then pulled Liam up "okay chicken little, is this Boss's base of operations up here or down in Undertown?"

"*braak* it's in Undertown"

"Hey Rook would you happen to have some form of transportation we could use to get to Undertown?" Ben asked

"yes, we can take my truck sir"

"just call me Ben, sir just makes me feel old"

"okay then Ben"

"also would you happen to have any hand cuffs just encase he decides to make an escape"

"but of course" Rook replied and he began hand cuffing Liam.

After a bit of driving they arrived in Undertown and got out "okay Liam where to and remember the things I can do"

"frankly I think I'd rather take my chances with you than facing the boss"

"yep keep telling yourself that" Ben said and he made Liam lead the way. After an hour of walking Ben could hear the sounds of machinery and voices coming from a small passage way, using his x-ray vision he could see the passage lead to an old train station where he could see different aliens working on more of the bombs. Ben stopped "thank you Liam you've been most helpful" he said before he punched Liam in the back of the head, knocking him out

"Ben may I ask why you just knocked him out" Rook asked

"because our target is straight ahead" Ben replied and they kept walking straight ahead. When they arrived at the entrance Ben gave Rook the motion to be quiet while he increased his hearing by turning the dial on the side of his head, listening he picked up a conversation that sounded important

"boss if I may ask why are you still having more of these bombs made I mean we only need just a few right?"

"because you incompetent simpleton, I have another use for these bombs besides just striking fear into everyone, and the more Taydenite you all collect the sooner my grand plan will come into fruition"

"would you care to tell me this grand plan of yours"

"hmm well I suppose you'll all know eventually so why not, you see I've discovered that if the right chemicals are used Taydenite can be turned into a highly flammable liquid that will only ignite at a certain temperature of which the bombs will provide, while also spreading it out to a radius of 10 miles and once ignited it will burn non-stop for decades, I'll turn this whole planet into a new sun, so as you can see the more bombs I have the greater my plan shall be, do you understand now?"

"Yes boss"

"good, because if you didn't I'd have to incinerate you for your stupidity" Ben then turned his hearing back to normal.

"I take it you heard something important?" Rook asked

"yeah long story short he's going to turn Earth into a fire ball" Ben replied, he then took Ship off his shoulder and activated his Omnitrix, he then selected the right alien and pressed down on it turning into "Heatblast! Hey Rook would those bombs explode if I tried melting them?"

"no, not while they're not active"

"perfect, let's go!" Heatblast said he then rushed in and began blasting the thugs away while also melting the bombs, Ship and Rook followed Ben's lead as Rook destroyed bombs with his Proto-tool and also using his combat skills to take out all on coming thugs, while Ship turned into a huge laser and destroyed multiple bombs in rapid succession before turning into its battle mode and began taking out thugs with punches, kicks and the occasional laser blast.

Once all of the bombs on the platform had been destroyed a loud ear piercing screech was heard making everyone stop and hold their ears "that's enough!" a screechy voice said from above Heatblast could see a glowing coming from the top of a balcony "well, well, well Ben Tennyson I presume" the screeching voice called out from above

"yeah, why don't you show yourself" Heatblast called out

"gladly" a huge fireball shot off the balcony and landed in front of Heatblast before it rose up and spread out almost making Heatblast's heart stop, his eyes were as wide as possible and he lost the ability to speak "surprise, remember me" now towering over him was

"Heatbat!"

"ah so you do remember me" Heatblast just spluttered unable you put two words together "am I to assume you're wondering how I went from a screeching mindless creature to what you see before you" Heatblast just nodded "you can thank Dr. Animo for that, you see when he saw how powerful I was he thought I would be even more of a force to be reckoned with if my intelligence was boosted, unfortunately for the dear doctor he made me too intelligent which allowed me to use his technology in order to increase my intelligence to its maximum, gaining the ability to speak in the process was just a bonus, I broke free of his control and left, after a while I discovered a large cave under Bellwood which I made my home per say, and when Undertown started forming that just gave me a whirlwind of opportunities and idea's to make Earth the perfect world for me" Heatbat said as the Omnitrix timed out and Ben turned back to normal Heatbat then took a deep breath and blew out a stream of blue fire thankfully Ben dodged it at the last second by using his jets "get the robot and the one in blue, Tennyson is mine" Heatbat ordered and he shot towards Ben while the rest of the thugs began shooting at Ship and Rook.

Ben was having an immense amount of trouble trying to beat Heatbat, his speed was what was making him the most dangerous at the moment, Ben dodged a fire blast only to realise he was now up against a wall "oh cru-oof" Heatbat had rammed its head right into Ben's abdomen with such force that a crater had been made Ben then raised both hands up and gave Heatbat a sledgehammer to the head sending him crashing into the concrete below. Ben looked around for anything that could turn the tables, that's when he spotted all of the chemicals Heatbat had been talking about "oh yeah that'll work" Ben said he then turned into his Anodite form and put a shield around Ship and Rook as Heatbat recovered and shot up towards him, Ben dodged at the last second before firing a mana blast at him which sent him straight towards the chemicals. Ben put a shield around himself and said "adios" just as Heatbat crashed into the many vats of chemicals, the resulting explosion sent the three shields flying through several walls before bursting through the cave wall into Undertown. The shields dropped as Ben turned back to normal and Ship grabbed both Ben and Rook

"how did you do that Ben?" Rook asked

"you mean the shields?"

"yes the shields"

"I can turn into an Anodite like my cousin, though I prefer to stick to my aliens"

"I must admit that was a very tactical move"

"yeah though I have to admit I never would have expected in a million years that I would ever see that guy again let alone being able to talk" they all looked at the flaming holes in the wall "I doubt we'll be seeing him again though" Ben said

"as well as the rest of the criminal's that were in there"

"oops, if anyone asks they fled" Ben said as Ship landed on the ground, Rook was about to question as to why they should lie when a loud snarling was heard. Turning they saw a creature that looked like a giant mutated feral lizard standing on top of a stall roof it then jumped down and lumbered over to Ben stoping in front of him and giving a low growl "do I know you?" Ben asked raising an eyebrow, the creature was about to lung at him when Ben's hand shot out and clamped the beasts mouth shut "first date, no love bites" Ben said and he forced the creature back. The beast tried to get its mouth free from Ben's iron grip but Ben's hand wouldn't budge "hey Ship, think you can throw this guy to a less populated part of the city?" Ben asked

"ship, ship" it replied before it grabbed the creatures tail and hurled it across the city

"nice job, meet me where it lands" Ben said and he ran off with incredible speed.

Ben arrived in a much clearer area to see the creature start to get up, activating his Omnitrix he pressed down on it turning into "Clockwork? not exactly what I was going for but I can make this work" he said as the creature bit down on his arm "just to let you know that doesn't hurt" he said and he pressed down on the Omnitrix symbol on his chest "Super Clockwork!" he shouted, striking his pose. "Okay little doggy it's time to put you down" he said before he picked up the creature spun him around like a top above his head and then slammed it down onto the ground. Super Clockwork then did several back flips and stopped on his feet, he then aimed his right hand at the creature that was starting to get back up "slow beam!" he said and a green beam shot out and hit the beast making it almost frozen in place. Super Clockwork then ran forward and jumped up into the air "Super Sledgehammer!" he shouted and he slammed his bulky forearms down on the creatures head making it leave an imprint on the ground, he the grabbed its tail as Ship and Rook arrived and slammed it to the ground several times before letting go of the tail and ending it by jumping up into the air and then driving his elbow into the creatures side.

As soon as the slow beam wore off the creature began screeching and convulsing as every impact finally kicked in "very impressive Ben" Rook said

"thanks bro" Super Clockwork said and gave Rook a solid thumbs up before he turned back into normal Clockwork and then into Ben.

Ship then turned back to normal and jumped up on Ben's shoulder "shall I call the Plumber's to come and pick up this creature?" Rook asked, Ben was about to reply when they heard an ear piercing screech, looking up they watched in shock as Heatbat swooped in and grabbed the creature with his feet before flying off

"wow he survived that!" Ben exclaimed

"it would appear so" Rook replied

"ship, ship" Ship chirped out using his scope and X-ray vision he saw that a lot of the thugs that had been caught in the explosion were still alive, badly hurt but alive. After a quick call the thugs that survived were taken to the Plumber medical ward to be later put into custody, Max was overlooking the operation

"so how do you like your new partner?" he asked as Ben walked up to him

"he's got some great moves, but I'm gonna have to see how he handles other situations as well, don't worry we'll train him up in the field, right Ship?" Ben said

"ship, ship" it replied and it rubbed it's head on Ben's face

"well don't be too hard on him"

"don't worry I won't"

"so who did you say was the head of this?"

"Heatbat"

"Heatbat?"

"yeah, he's the bat that Dr. Animo fused with Heatblast's DNA only now he's a lot smarter, I had Rook fill out the report so that'll have everything you need to know on it"

"report all filled out Magister Tennyson" Rook stated

"good job Rook, let's go to Mr. Smoothy's, my treat"

"if you insist Ben" Ben then wrapped an arm around Rook's waist and flew off to Mr. Smoothy's.

Meanwhile

The creature that Ben had been fighting limped into a room of it's owners ship, it was covered in claw, bite, and burn marks with blood dripping off of it, as it approached its owner it turned back into an alien looking dog. "you did well old friend" it's owner said as a small flying disk floated over the dog before bathing it in a blue light which made all of its wounds slowly start to heal. "But this Ben Tennyson is more powerful than I ever imagined, he will be our greatest trophy, Khyber the huntsman promises it" he said while looking at the blade he had been sharpening.


	2. Goodbye For Good

Goodbye for good

Ben, Ship and Rook had entered through the gates to the Olde Bellwood Days Festival and were now trying to find the one in charge of the event "I am confused Ben, you say that you do not like great amounts of attention and yet you are making a public appearance at a place that will surely attract many people" Rook asked

"normally I wouldn't do this but when I found out that it was for charity how could I not accept" Ben replied

"that is a very thoughtful gesture"

"yeah"

"Ben Tennyson!" Ben and Rook looked and saw a woman wearing a blue suit while holding a clipboard Natalie Alvarez deputy director of Bellwood parks and recreation and the event organiser for this little shindig" she said as they shook hands "I'm so glad you and your sidekick could join us today"

"sidekick?" Rook questioned

"I wanted to get Kangaroo Commando here for this years festival but the kids were all like " _Ben 10 Ben 10 we want Ben 10_ "

"well if it's what the kids want who am I to deny them" Ben said with a casually

"now follow me we've got a tight schedule"

"so what exactly am I going to be doing? Signing autographs?"

"no actually you'll be..."

* * *

Ben now found himself sitting on a large platform above a large tank of water "'Dunk Ben 10' huh? Eh I've-" *ding* *splash* Ben emerged from the water to see that Ship had turned into a pitching machine with a basket full of balls

"it's for charity" Rook replied

"ship" Ben then flew up and sat back on the platform

"this is going to be a long-" *ding* *splash*.

Once Rook and Ship had run out of balls Rook told Ben that he'd look after Ship and the two left to explore the festival while other people took turns dunking Ben, asking him to turn into different aliens every time. As soon as they were out of sight however Rook used Ben's teleporter, which Ben had given to him to hold, to get Ester thinking she'd like to have a try at dunking her boyfriend, seeing as how he had found it so enjoyable. When he had brought her back she immediately rushed to the area and saw her boyfriend now as Four Arms taunting ball throwers "oop too high, nope a little to the left, awe rats so-" *ding* *splash* he then gave the kid a thumbs up from underwater and turned back to normal before flying up and sitting back on the platform

"turn into super cool alien" a young girl said as she walked up holding 4 balls

"so you want a super alien huh?" Ben then activated his Omnitrix and turned into Clockwork "tell me what you think of this guy" he then pressed down on his Omnitrix symbol and turned into "Super Clockwork!" all of the kids were now in awe having never seen Super Clockwork before "so is this guy super enough for ya dudette?!" the girl nodded eagerly and began throwing balls and on the last one she hit the target and Super Clockwork fell into the water. Once the platform was back up Super Clockwork leapt up spun in the air and landed back on the platform on his feet before striking his pose "SUPER!" all of the kids cheered at this and continued throwing balls wanting to dunk Super Clockwork.

"Well I see you're enthusiastic about this" Ester said as she walked up to the take

"hey it's mah number 1 dudette, how's it hanging?" he asked *ding* *splash* Super Clockwork gave the thrower a solid thumbs up, before using his extendable arms to pull himself out

"I'm doing good, Rook brought me here to see if I wanted to dunk you"

"are you g-" *ding* *splash* he gave the thrower a solid thumbs up before he turned back into Clockwork and then back to normal he then flew out and sat back on the platform "are you going to try and dunk me?"

"why would I do that to my boyfriend?"

"it's-" *ding* *splash* Ben turned to the thrower and gave a taunting yawn before flying out and getting back on the platform "it's fun"

"nah I think I'll just wonder around until you're done"

"okay then have-" *ding* *splash* Ben got an annoyed look on his face and just gave her the motion to go, she left laughing while Ben flew out of the water and back onto the platform.

Ester was now casually walking around the festival looking at all of the stalls, she even tried a few of the games out but it just didn't seem as fun without Ben as she turned a corner her eyes widened slightly as she saw a familiar looking creature running down one of the rows of stalls "oh not that thing again" she said she then shot her arm forward and punched Khyber's dog (which was now in the form of a Buglizard) right between the eyes. The force from the punch sent Buglizard skidding back on its feet, when it stopped it shook it's head to clear it, it's main objective was to find Ben but it ignored that order and chose to go after Ester instead. Ester then extend both her arms towards the creature twisting them together as they did, her hands and fingers grabbed onto the Buglizard's front legs and began untwisting her arms causing Buglizard to rapidly spin around, Ester then turned around while swinging her untwisting arms in an arc above her and made the creature crash hard into the ground. The Buglizard lay on the ground now too dizzy to get up, looking up a bit Ester saw a surprised Rook walking up to her

"my word Ester, Ben told me he was teaching you how to use your abilities better but I didn't think he'd taught you that good" Rook said

"yeah I'm a lot stronger than I was before thanks to Ben, and also thanks to him I found out that I can stretch more than just my limbs she said and both her neck and torso stretched an extra meter each before she snapped them back to their normal length

"that is both impressive and disturbing"

Ester giggled before she extended her left leg a good 30 meters up in the air before retracting it at 5 times the speed it had gone up and stomped hard on the Buglizard's head knocking it out cold, it then reverted back to Khyber's dog.

"it is odd I have actually looked up this species of animal and it shouldn't have the ability to turn into different predatory aliens at all" Rook said, Ship then leapt off his shoulder and began pointing to the odd device on its collar. Rook went to grab it but a smoke bomb went off right in his face blinding him and Ester, Ship however could see someone rush in and grabbed the weird dog, changing into its armoured form it began to give chase. Rook and Ester exited the cloud of smoke coughing and spluttering "Ester *cough* are you *cough* okay?" he asked

"yeah I'm *cough* okay" she replied, when the smoke cleared they saw Ship and Khyber's dog were gone

"oh no Ben is going to kill me for loosing Ship" Rook said

"hey are you guys okay?!" a soaked Ben asked as he came up to them, Rook gulped

"yeah we're fine Benny" Ester said and she kissed him on the cheek

"so what happened?" he asked.

As Rook was half way explaining a beeping went off "someone is breaking into my truck!" Rook said

"it might be Khyber lets go!" Ben said and the three of them ran to the parking lot.

When they arrived they saw the back doors to the truck open a bit looking in they saw someone who looked like an odd looking Galvanic Mechamorph, swinging the door open Rook aimed his Proto-tool at the intruder "halt! Exit my vehicle now" Rook stated

the intruder leapt out of the back of the Proto-truck to reveal that he was Malware, Malware then turned and looked at Ben "my, my Ben Tennyson, how long has it been since we last saw each other? 4, 5 years?" he said, Ester and Rook looked at Ben and were surprised to see a look of fear on his face "and I see that you didn't escape out last encounter unscathed"

"how? How are you alive? Gwen blew you to kingdom come!"

"come now Ben Tennyson you didn't think a child could have gotten rid of me that easily do you?" Ben gulped but tightened his fists "here's a warning for you, you know what I'm capable of so unless you want to end up fully mechanical you won't try to follow me" Ben responded by giving Malware a right hook to the face sending him tumbling out of the parking lot. Malware got up and saw Ben walking up to him

"if you think I am the same kid I was 5 years ago then you are sorely mistaken"

"you think I'm scared of you just because you got in one good hit"

"no this is why you should be scared of me" and in a flash Ben turned into his Anodite form Malware had a flashback of when Gwen had done the same thing, after her attack it had taken him over a year to both pull himself back together and recover from her attack due to how damaged he was "so are you scared of me now?"

Malware responded by trying to blast Ben but he merely karate chopped it into the air "nice try but it's not going to work" Ben said before he fired a ball of Mana at Malware making a large hole in his abdomen. "Guys go find Ship and assist him if needed, this is going to get real dangerous" Ben said

"but Ben-"

"do as I say Ester!" Ben said firmly, shocking both Ester and Rook due to it being the first time he had ever raised his voice to her, Ester and Rook quickly left to find Ship leaving Ben to face Malware alone.

Ben watched as the hole in Malware's body slowly closed up until it was completely gone "you're making a huge mistake challenging me child" Malware said, Ben then disappeared and reappeared in front of him before he blasted another hole through his chest followed by a mana powered uppercut which also made an explosion upon impact. Not knowing a fraction as many spells as Gwen did Ben was stuck with the basics which for him was good enough, he also knew that time was not on his side and right now he had less than 3 minutes to get the job done. As Malware stumbled back Ben flew forward with mana surrounding his hands and he delivered a barrage of punches on Malware with each impact making a mini-explosions, he could sense that Malware was taking sever damage with every blow however his time was wearing thin.

With one final punch Ben knocked Malware down to the ground where he struggled to get back up, Ben leapt back a fair distance and aimed his now glowing hand at the downed villain "this is for everyone you've ever hurt and for turning me into a freak" and he fired a huge beam of mana at Malware who unfortunately was able to counter Ben's attack at the last second with a beam from his cannon arm

"are you getting the same sense of déjà vu as I'm getting?" Malware asked

"yeah only this time I'm going to win!" Ben replied and in union both beams doubled in size. As Ben's attack started to force Malware's back there was a flash of light and Ben was back to normal, seeing his opportunity Malware increased his attack to the max and his beam of energy tore through the street before exploding at the end of it.

Malware scanned down the path of destruction but he couldn't see a shred left of Ben, he started chuckling slowly at first but then erupted in an uproarish laugh, all of this time he wasted planning on getting revenge on Ben when he could have just attacked him when he as the most vulnerable. Up above however Ben gave a sigh of relief "phew that was close, he's gotten a lot stronger over the years as well, but even so that still doesn't mean he's unstoppable" he then floated down while activating his Omnitrix and landed selecting the right alien he pressed down on it. As Malware continued laughing he felt a tap on his back, stopping he turned around only to be sucker punched by a large green fist which sent him skidding along the ground. When he got back up he was punched in the stomach and then the face by Diamondhead, due to his body mass he wasn't as quick as some other aliens he had but the fact that Malware couldn't absorb diamond was a major advantage he had in this fight. Diamondhead continued delivering one powerful blow after another at Malware, the villain in question had tried blasting him with his laser but all beams just reflected off of Diamondhead.

Diamondhead decided now was time to end this he began encasing Malware in diamond like he had done before but unfortunately the Omnitrix timed out as he got just half way "oh man so not cool" he said as the diamond around Malware's lower half began to crack "well looks like I'm doing this the old fashioned way" he said and he punched Malware in the face just as he broke free.

While Ben may still be incredibly strong as a human now, Malware's strength was still slightly greater than his now "you waisted too much time toying with me child, a mistake that shall cost you your life" Malware said aiming his cannon at Ben

"you're right, I shouldn't have toyed around with you, making you suffer for what you did, I should have killed you within the first seconds of our fight" Ben said

"yes you should have"

"before you kill me I want to know something"

"and what would that be?"

"for four years I didn't have the Omnitrix in my arm, why didn't you attack me then when I was the most vulnerable?"

"...are you serious?"

"yes I didn't have the Omnitrix in my arm for 4 years" Malware gave a roar of rage and punched the ground hard.

As he did this he saw the Omnitrix recharged activating it he selected an alien "sucker!" he said and he pressed down on it, in a flash standing in Ben's place was "Frostbite? I was going for Four Arms but this guys even better"

"a Tundraian?!"

"huh so that's what this guys species is called, well you're about to see how this guy lives up to his name" Frostbite then shot forward and gave Malware a single punch causing Malware's whole front to be covered by ice.

Frostbite kept attacking Malware with ice punches slowly encasing him in ice with every hit, soon Malware was completely encased in a block of solid ice "now that you're trapped time to drain you of all of your energy" Frostbite put both hands on the block of ice and it began to glow light blue as the surrounding ice drained Malware of every scrap of energy he had and channelled it into Frostbite. Frostbite watched with slight joy as Malware slowly became petrified as the ice kept draining him of his energy, soon the glowing stopped and he could see a clearly petrified Malware within the ice. "now to make sure you won't come back ever again" he then grabbed the block of ice and hurled it high up into the air, he then raised his hands above his head and released a combination of both his energy and Malware's energy in the form of a huge energy blast that evaporated the steel-like ice and fully disintegrated Malware's remains. A beeping was heard and in a flash he turned back to normal, even though Malware had been beaten for good now he still didn't feel satisfied three of the beings that had made him a monster were now dead maybe he'd have to cross crab sticks off his list before he felt better on the subject. Suddenly he got a horrible feeling in his stomach as he remembered that he had yelled at Ester for the first time ever and it made him sick, he had to find her and apologise profusely, activating the rockets in his feet he flew off to find her as fast as he could.

Earlier

Ester and Rook had found Ship fighting against Khyber in hand to hand while his dog was starting to get back up, now recovered from Ester's previous attack. Khyber blocked two hits from Ship and kicked it in the abdomen causing Ship to skid back on it's feet "I must say I am quite impressed, I've fought a few Galvanic Mechamorph's in my time but none of them have been as skilled at fighting as you are" Khyber stated now slightly winded

"ship" Ship simply replied before laser guns and rocket launchers emerged from its body

"and yet you haven't absorbed any kind of weapons" he said before he was hit hard in the back and sent flying towards Ship who unleashed a barrage of lasers and mini rockets at the hunter which all exploded on impact and created a large black cloud of smoke. When the smoke cleared they could see a bloody and wounded Khyber struggling to get up

"stay down, you have lost this fight" Rook stated, ignoring the order Khyber continued trying to get up, once Khyber was back on his feet he turned and saw Rook and Ester ready to fight, he assumed that they were the ones that had hit him from behind.

"Well it seems that the odds are becoming a bit unsporting" Khyber said as a smirk came to his bleeding face "lets even them shall we" he then whistled through his gills and his dog turned into a Tyrannopede

"oh crud" both Rook and Ester said and they dove to the side as it tried to eat them.

Thinking logically Rook quickly thought of how to work the fight out "Ester you and Ship take on the Tyrannopede, because you two have more abilities than I do, while I take on Khyber" Rook said as Khyber ran at him with his dagger ready to slice him which he managed to dodge by falling back and then gave him a leg sweep knocking Khyber off his feet, but Khyber quickly responded by landing on his right arm (wincing as he did) and then kicked Rook in the chest before they both got up and ran at each other.

While Rook fought against Khyber, Ester and Ship were fighting against the Tyrannopede, Ester extended both of her arms and wrapped them around its jaw, sealing it's jaw shut, she then flipped back and while she was in mid air she retracted her arms, propelling herself up and kicked it under the jaw. The force from the hit forced its head back to the point where it's neck almost snapped, she then unwrapped one arm and used it to grab it's tail before pulling hard "lets see if I can make you touch your tail" she said as she kept retracting her arms forcing the tail and head closer together. Ship followed up the assault by ramming hard into the Tyrannopede's stomach. As the beast was stunned by Ship's blow Ship turned its hands into cannons and began rapidly firing lasers into its abdomen while Ester did her best to restrain it, as the beast thrashed about Ship's lasers finally broke through its thick hide and blood started to come out. Ship's hands merged together to make large cannon which began to glow brightly on the inside, just before it fired Ester let go of the Tyrannopede and jumped off of it as Ship fired.

The beam tore through the beast and came out the other side leaving a large bloody hole in its abdomen. As Ester landed gently on her feet beside Ship the Tyrannopede fell down and landed face first on the ground and let out a loud growl as it tried to get up "hey Ship" Ester started getting its attention "turn into a giant fist on my hand" she said as she stuck out her right arm Ship then did what she said and turned into a fist 3 times the size of an exercise ball "oh yeah that'll do" she said she then swung the arm back causing it to extend behind her while it twisted around 'this'll be one punch he'll never forget' she thought to herself before she began running towards the Tyrannopede while her arm still twisted and stretched back. Once she was close enough she retracted her arm, untwisting it in the process, and she punched it right in the torso above the bloody hole and kept extending her untwisting arm with the force of the blow rapidly increasing, the beasts ribs were shattered as it was forced out of the fair and crashing straight into an abandoned building which collapsed on top of it.

Ester then retracted her arm and as soon as it was back to normal length a very dizzy Ship turned back to normal and fell to the ground while Ester held her arm in pain "man I'm going to be feeling that tomorrow" she said having never stretched her arm that much before. She then picked up the limp dizzy Ship and went to find Rook and Khyber, she didn't have to look hard however seeing as how the two of them were standing behind her with looks of shock on their faces "that is honestly something I would have expected from Ben" Rook said Khyber was about to reply when he was kicked hard in the side of the head and sent crashing through two stalls before falling unconscious.

"Did I hear my name?" Ben asked landing on his feet

"I take it you took care of the intruder?" Rook asked

"yeah, he's gone for good now" 'hopefully'

"if I may ask who was that? it seemed as though you knew him"

"short answer he's a psychopathic monster and the one who did this to me" he said, gesturing to his cybernetic attachments, which also explained his look of fear earlier.

"Are you okay Ben?" Ester asked

"yeah I'm fine, by the way I saw what you and Ship did to Khyber's dog that was some great team work you guys did, and I saw all of that training really payed off"

"it sure did" she replied

"i'm also terribly sorry for ye-" he was cut off as Ester kissed him on the lips

"its okay i know that you were just worried about me"

"yeah, i would have never forgiven myself if one of my enemies hurt you" the two then hugged tighter before letting go "well guys I hate to leave but I made a commitment today and I'm seeing it through" and he began heading back to the dunk tank while Rook went to retrieve the unconscious Khyber, leaving Ester and Ship alone

"come on little guy lets continue exploring the fair" Ester said while still holding Ship.

Later

As workmen cleared away the rubble of the collapsed building one of the workers uncovered a weird creature that looked like a cross between a dinosaur and a dog "what the heck?" the man asked before he was given a massive shock and fell to the ground unconscious to reveal Dr. Psychobos holding a small remote. As he scuttled up to the Khyber's dog to retrieve the Nemetrix it began to whimper in pain "my, my so you're s-still alive, you're more d-durable than I th-thought" it gave some more whimpers "alright fine" he said as he uncovered the rest of it and picked it up before pressing a button on the remote making the two disappear.


	3. Universe 23

**A/N: i know it's dimension in the series but i think labling it as a universe is more correct**

* * *

Universe 23

Ben, Rook, and Ship were currently in the middle of catching Heatbat's thugs, they along with their leader had been involved in a number of heists involving alien technology varying in grades from really low tech to high tech. Right now they had caught them stealing from three different area's at once in 3 different locations in Undertown, Ben (who was currently Diamondhead) had caught a group of five stealing from Pakmar's Gadget emporium. Needless to say he once again ended up ruining Pakmar's business by accident while capturing the criminals; the criminals now being almost fully encased in diamond were struggling to get free. "Alright guys let's make this simple, what is Heatbat up to this time, he's had you dolts make these thefts all week, he's obviously making something now what is it?" Diamondhead demanded

"ha as if we'd tell you" Sweet-Eels said

"hey Pakmar you've got anything in here that'll make these guys talk"

"no, you ruin everything, again!" Pakmar said as he tried to push one of the Diamond encased thugs out of what remained of his business "Pakmar wants you all out of Pakmar's store, now!"

"okay, okay relax I'll have the Plumber's compensate for your store" Diamondhead then picked up two of the aliens and dumped them outside before getting the rest. Once they were all outside Diamondhead turned his arm into a blade and had it at Sweet-Eels's throat "talk or else" he said and made a tiny cut for emphasis

"look he never tells us any of his plans, he just tells us to steal the things he wants, I swear!"

Diamondhead then absorbed the diamond back into his body leaving only a thick ring around his torso pinning his arms to his sides, he then did the same to the others before turning back to normal and activating his communicator "hey Rook how are you doing?" Ben asked

"I have captured and restrained all of Heatbat's henchmen as well as interrogated them but none of them know about his plan"

"yeah same here call the Plumbers to come and pick them up and meet me at Pakmar's store"

"will do Ben" Rook said before Ben changed communicators

"Ship, have you had any luck getting them to talk?" "ship, sh ip ip sh shi p sh hip ship ip...ship, shipship"

"yeah same with me and Rook, contact the Plumbers to come and pick them up and meet me at Pakmar's store"

"ship Ben" Ship replied and Ben cut the com link.

After about 10 minutes the Plumbers arrived to take the criminals away and Ship and Rook met Ben at the rendezvous point "great work guys, it's a shame they didn't have any information on Heatbat's latest plan" Ben said

"yes I do have to admit that out of all of the criminals we've faced during our short time together Heatbat appears to be the most intelligent"

"yeah that's actually what makes him more dangerous, well Rook I have some other things planned so take the rest of the day off and enjoy yourself"

"are you sure Ben?"

"positive (looks down at Ship) coming on little guy lets go" Ship the coiled like a snake around Ben and reformed on Ben's shoulder

"ship" it said while pointing ahead Ben laughed and flew off leaving Rook behind.

Later

What Ben really had planned was finding an elusive 23rd Mr. Smoothy store with Blukic and Driba that for some reason kept jumping from one place to another and disappearing and reappearing constantly. Thanks to his flight and super speed Ben was able to get to the locations a lot faster than he would if he was using a car or some other type of transport, but every time he got close it would disappear. Finally Ben came to a stop, now slightly winded, and leaned against a wall okay this is starting to get really annoying" Ben said

"Ben maybe you should stop for a bit and rest for a bit" Driba suggested

"yeah you've been running and flying non-stop for 2 hours straight" Blukic added

"for once that's a good idea" Ben said before he fell back and found himself in a Mr. Smoothy store "um did that just happen?" he said as he got up and walked further in, as soon as the door closed the Mr. Smoothy disappeared. Ben saw two aliens at the counter one looked like a cow and the other looked like a chicken, after a bit of complaining the two left, as they did the group saw that the two aliens looked like they were sucked into a light of some kind.

"That was a cross universal sunburst aura!" Driba exclaimed

"no it wasn't" Blukic added

"yes it was"

"not a sunburst, more of a pinwheel shape"

"a pinwheel aura! That's worse" they then heard weird noises followed by grunting

using his x-ray vision Ben was surprised to see Professor Hokestar having a lot of trouble with a machine "this ought to be good for a laugh" Ben said as he headed towards the back room.

"you infernal contraption, why must you fail during business hours" Hokestar said angrily

"well well Professor Hokestar, what are you up to this time?" Ben asked with his arms crossed and a sly grin on his face

"why Ben Tennyson, welcome to my place of business"

"you opened a Mr Smoothy that moves from place to place?"

"whaaat, no, no, no, no, no, my boy, behold, and hopefully endorse a Mr. Smoothy that exists in every universe at once...just as soon as I can get this warp field generator working"

"so it's a Mr. Smoothy that goes from place to place"

"were not moving between places we're staying in one place while rotating through different universes, this is a universe skipping Mr. Smoothy" Driba said

*bang* "not anymore it isn't" Blukic added

Ben gave a sigh "okay Ship Brainmatter me" Ship then merged with Ben's arm and in a flash in Ben's place was a grey Brainstorm with Grey Matter's eyes and sharp fingers replaced Brainstorm's claws "okay lets see what we've got here" he said, he then opened it up and blew the smoke away "uh huh, defiantly second hand...leaky diodes, frayed wires, warp drives shot, yep from what I can tell you got this out of a scrap yard, frankly you're lucky this thing didn't blow up the second you started it" Brainmatter said

"can you fix it my boy?"

"not with what we currently have, and even if I could it would still be highly unsafe to use, so until we can get a new one this shop ain't going anywhere"

"well then lets discover where we've been stranded, and let us hope that we have the only Smoothy joint"

"not so fast Professor Hokestar, if someone comes in here and sees you there's probably going to be a lot of trouble (looks at the warp field generator) hmm yeah that'll work, Professor Hokestar may I borrow your hat for a moment?"

"why of coarse my boy" he then handed Brainmatter his hat, pulling several parts out of the generator he made a weird ring like device that he put within the lining of Professor Hokestar's hat

"here put this on" Hokestar did what Brainmatter said and in a flash he looked like a humanised version of himself with his lower arms disappearing there "as long as you keep wearing that hat no one will know you're an alien" Brainmatter said before he turned back to normal.

"I must say my boy that is quite some clever thinking you did there" Professor Hokestar said while patting Ben on the back

"thanks, well let's see where we're stuck, hopefully its semi-advanced" Ben said and they all headed to the front.

They peeked out the front door and looked "looks like Bellwood" Blukic said

"look there's even an alien making trouble" Driba said as a large solid built alien wearing armour was causing destruction

when it's helmet retracted Ben was shocked to see "Tetrax! Why the heck is he attacking" Ben said

"well we are in another universe, maybe he's bad in this one" Blukic suggested

"maybe, but I can't let him-"

"move it yokel, stick a fork in yourself alien scum, your toast"

"no way" Ben said as he began having flashbacks from when his soul was stuck in Discord's head

"attention! Attention! Ben 23 has found another evil alien threat, which hero will our champion turn into?" flying loudspeakers said

"this must be a universe that closely parallels our own" Professor Hokestar stated

"so that's my counterpart in this universe...I wonder why he's younger?" Ben said

"okay you off-world hater you're about to get beat by (presses down on his Omnitrix) Freezelizard!" Ben 23 said

"Freezelizard, seriously?" Ben said, the five of them then watched Freezelizard and Tetrax fight. After a semi-decent fight Freezelizard threw a water tower on top Tetrax and landed on top of it, turning back to normal as he landed "you guys try and keep a low profile, I'll see if he knows anyone with alien tech" Ben said before he took Ship off of his shoulder "Ship I want you to do something very important for me"

"ship"

"I want you to make sure the wonder twins don't do anything stupid okay?"

"ship, ship" Ship said giving a salute.

As Ben walked up to his counterpart he saw the water container split in half as Tetrax freed himself "crud" Ben said he then selected an alien and pressed down on his Omnitrix and turned into Fasttrack.

Fasttrack then shot towards Tetrax only for him to disappear "hold it alien!" Ben 23 called out

"hmm?" Fasttrack replied

"did the intelectuaries send you?"

'this could be my only chance to fight another Ben'

"yeah they sent me here to kick your butt"

"you're just like Fastcat so I'll just fight one speedy alien with another"

"let me guess you're going to turn into Speedyquick?"

"...yeah, how did you know?"

"call it a hunch"

"alright then (activates his Omnitrix and presses down on it) Speedyquick!"

"bring it" blue blurs appeared all over the street with the occasional image of Fasttrack hitting Speedyquick. Thunderous booms were heard as the two blurs kept striking each other, everyone watched as the two blurs broke off and stopped about 100 meters from each other to reveal a confident looking Fasttrack and panting Speedyquick "are you getting tired?" Fasttrack called out

"not *pant* a *pant* chance" Speedyquick stated now completely out of breath

"then prove it" Speedyquick clenched his teeth and he shot at Fasttrack with Fasttrack doing the same, the two speedy aliens met in the middle and struck each other with Speedyquick jabbing Fasttrack in the side of the face and Fasttrack kneeing Speedyquick in the stomach. Speedyquick slowly backed away while holding it's stomach in pain while Fasttrack hadn't even flinched at Speedyquick's jab. Everyone held their breath as their hero turned back to normal and straightened up, the pain in his stomach having subsided greatly "quick fact kid I wasn't even trying, if I wanted to I could have beaten you in the first 5 seconds" Fasttrack said as he walked up to the slightly scared Ben 23 and stopped in front of him before sticking out his hand and smiling.

Ben 23 was unsure of what to do first this alien scum beats him badly in a fight and now he's acting like nothing happened, slowly he reached up and grabbed the aliens hand "good fight by the way, however your fighting technique could use a bit of work" Fasttrack said

"uh thanks?" Ben 23 said

"sorry about the beat down, I was just testing you"

"for what?"

there was then a bright flash of green "to see which Ben was stronger" Ben replied before letting go of his now shocked counterparts hand

"whoa! You're me!"

"kinda, I'm you from another universe"

"that is so awesome!"

"I know right"

Meanwhile

Business had actually picked up at store 23 within the 10 minutes Ben had been gone Hokestar had already had 15 customers with more still coming in, in the back room however because Blukic and Driba had tried their hand in trying to fix the warp field generator Ship had now formed a cage around them "oh come on Ship let us out we won't touch it again we promise" Blukic said

"ship, ship" Ship said in a firm tone

"well do you think you could at least get us a smoothy each?" Driba asked

"shi ip, ip sh hip ip ship, Ben, ship ip" Ship stated angrily

"awww" the two Galvan said in union while hanging their heads.

Back with the Ben's

The two Ben's entered a Mr. Gyro with people greeting them happily, though nearly all of the greetings were going to Ben's younger counterpart "Ben 10 huh? I'm thirteen better than that the richest most famous guy in the world, I'm basically in charge" Ben 23 said as they arrived at the counter

"yeah not quite the same set up in my universe"

"that's too bad, you'd really like being the world's greatest hero"

"well I am considered the world's greatest hero but with the paparazzi, awards, constant autograph signings it just gets too much and I'd wish they'd just let me try and live my life normally"

"whoa, that's deep" a tray of merchandise and food was placed in front of them "hey this is my guest, load him up" Ben 23 said to the cashier

"so all of this comes with a meal?"

"pendants, poster, bumper stickers, t-shirts, hamster cages, stuffed gyro's oh and a pocket watch *crunch* huh?" Ben 23 saw his counterpart holding the now half eaten pocket watch

"meh I've had better" Ben said and he ate the rest of the watch

"dude, you can eat watches"

"*gulp* I can eat anything thanks to my special teeth" Ben replied as another tray was placed in front of him, he and his counterpart then grabbed their trays and Ben followed his counterpart.

Once they were seated Ben 23 spoke "okay I've gotta know is everyone in your universe a cyborg with diamond teeth?"

"no just me, and my teeth aren't made of diamond they're made of Duranite which is about 300 times harder than diamonds"

"so what happened to you?" Ben gave a sigh and told his counterpart what happened "wait so who's this Azmuth who saved you?"

"he's the creator of the Omnitrix or as you would call it the Hero Watch"

"so a group of evil aliens saved your life?"

"tell me something is every human on Earth bad?"

"no"

"exactly, only a small percentage is, and it's the same for aliens only a very small percentage of aliens are bad the rest are good"

Ben 23 gave his counterpart an unsure look before changing the subject "so what else can those robot parts do?"

"my eye has a scope, as well as X-ray vision, I have jets in my feet that allow me to fly, and I have a multitude of different gadgets in my fingers" Ben said as he activated all of the gadgets

"so cool" Ben 23 stated.

Later

The two Ben's were now standing out the front of a huge building that happened to be Ben 23's, on the front of the building it had a huge sign with the silhouette of an alien on it that said 'who is alien 24' "a little mystery, a little sucker bait, who is alien 24"

"hey that looks like Feedback"

"whoa great name I was gonna call him Plug man"

"of course you were"

"...hey I may be young but I know sarcasm when I hear it"

"Freezelizard, Fastcat, Speedyquick those names are so lame and unoriginal"

"oh yeah, and what would you call them?"

"in order Arctiguana, Fasttrack, and XLR8"

"...wow those are good names"

"thanks"

*BANG* they turned around and saw a robbery happening "hey you should tell me the names of the rest of your aliens so mine can sound better"

"yeah you should put a pin in that" Ben then jumped over the railing

"hey we've got cops for things like that" Ben 23 called out

"well you can't just let them get away" Ben called back before he bolted after the car

"just hold them off until I can get the camera's" Ben 23 then pulled out a small device and began rapidly pressing buttons on it. Ben on the other hand easily passed the car and then stopped in front of it he then stuck one hand out and stopped the car in its tracks causing the front to cave in and all the air bags to go off, the driver and his accomplice held up white flags, surrendering. "That was totally amazing!" Ben 23 exclaimed as he came up to Ben

"thanks, just showing how strong I am"

"you're about as strong as Handy Man"

"big red alien with four arms?"

"yeah, what do you call him?"

"Four Arms"

"nice, so now what you just wait for the cops or something?"

"yeah, or the Plumbers"

"Plumber's? Why you break a toilet?" this left Ben stumped

Meanwhile

"It's a good thing you knew where to use the neuro pinch on him" Driba said while looking at the now sleeping Ship

"yeah and I'm sure Ben won't mind if we try to fix the warp field generator" Blukic added and the two continued working on the generator. Once they were sure it was fixed they closed it up "there that should do it" Blukic said as he held up a remote

"fire it up Blukic" Driba said and Blukic pressed the button a whirring sound was heard and they gave a high five "we just proved that we're smarter than Ben" Driba said before the generator began hissing, smoke burst out of any hole on it, sparks flew out of it, and it began to glow

"uh-oh" they said in union.

As Professor Hokestar finished serving another customer Blukic and Driba burst out the back door carrying Ship "run it's gonna blow!" Driba said scaring all of the customers out of the store, the four aliens made it out just before the whole store blew up, unfortunately Professor Hokestar's hat had been knocked off in the process revealing his true self.

Professor Hokestar got up and glared at the two Galvan "what did you two nincompoops do! And why is Ben's pet asleep" he shouted

"in order, we tried to fix the warp field generator but we unfortunately made it blow up, and the second one I used a neuro pinch on Ship so he'd let us go" Blukic explained, seeing scared people talking rapidly on their phones Professor Hokestar realised what was happening, he then turned back to Blukic and Driba

"do you also realise that you've blown our cover! For all we know the authorities could be on their way right-"

"freeze!"

"now"

"put your hands where we can see them!"

"remind me to throttle you two if we make it through this"

it was at this point that Ship woke up "Ship?" it then saw the destroyed Mr Smoothy "Shiiiiiiip!" looking around it saw police with their guns drawn, helicopters in the air, and Professor Hokestar, Blukic and Driba

"blame them!" Professor Hokestar hissed out, acting fast Ship engulfed the three aliens in a huge black and green ball which then morphed and changed into it's armour form with Hokestar in side and Blukic and Driba in green containers on its shoulders, it was at this point the police opened fire but the bullets just bounced off, Ship then flew off as fast as it could while saying Ben's name as helicopters started to give chase.

Back with the Ben's

Ben was currently turning into different aliens and was comparing their names to Ben 23's alien's names "Vomit Man"

"Upchuck"

"Mr. Monkey"

"Spidermonkey"

"don't know him"

"Mole-stache"

"Eye Guy"

"yeah I couldn't think of a better name for this guy ether"

"Tiger Man"

"let me tell you something Ben Tennyson from a another universe, Tiger Man is the lamest name that Rath has ever heard!"

"jeez calm down, I get it my Ben aliens names aren't that creative" Rath then turned back into Ben as his counterpart pulled out a device and began rapidly pressing buttons on it and started to walk off while Ben followed him "hey my agent says we should do a team up. I'm thinking reality show we've both got evil aliens to catch and Ben aliens to do it with"

"you know there's a little more to it than that"

"sure there's the intelectuary too, always after your Hero Watch"

"Ben, remember earlier when I said only a small percentage of aliens are bad?"

"yeah?"

"well where I come from aliens aren't automatically considered bad, some of them live in town, heck nearly all of my best friends are aliens, even my girlfriend is"

"whoa mind blown...wait your girlfriend is an alien, eww gross"

Ben frowned "and what's so gross about having an alien for a girlfriend, are there not mixed race relationships all over the world"

"well yeah"

"so what's the difference about being in love with someone from a different planet" Ben 23 just stayed silent "exactly, and just to put aside any further claims of grossness (he then made a hologram of Ester) this what she looks like"

"well I suppose she looks normal enough"

"good" and he ruffled the hair of his counterpart.

The two heroes heard a whooshing sound they looked up and saw a blue missile headed straight towards them "oh crud" they said *BANG* smoke now covered the area as Sevenseven, wearing a blue armour, landed on the road.

Cameras and the speaker flew into the area and made the announcement of another alien attack, as the smoke cleared a blue Cannonbolt could be seen protecting Ben "nice reflexes" Ben said

"thanks" Rollaway said before he curled up and rolled straight towards Sevenseven.

Thanks to Sevenseven's reflexes and agility he was easily able to avoid Rollaway before sending him skidding with a few well placed shots, Rollaway finally came to a stop at Ben's feet "don't worry little guy I'll help yah, lets see" Ben selected the right alien and pressed down on his Omnitrix turning into XLR8 "I'll beat him and you go in for the finishing blow" XLR8 said before he shot at Sevenseven. XLR8 ran circles around him while constantly jabbing him, he ended the assault with a tail whip to the back making Sevenseven tumble along the ground, Rollaway took this as the signal to finish it. Rollaway shot forward and rammed into Sevenseven sending him flying down the street and crashed through the wall to a building at the end of it, both Ben's then turned back to normal and walked up to each other "not too shabby" Ben said

"thanks you...hey what's that on your arm?" Ben 23 asked Ben looked and saw a device was clamped around his arm with a count down on it

"oh shit!" Ben then leapt back a fair distance before the device exploded

"BEN!" Ben 23 exclaimed while everyone who had been watching the camera's gasped.

When the smoke cleared Ben 23 could see his counterpart on his knees with a look of agony on his face as his whole arm and a bit of his torso had been blown off by the bomb, Ben 23 couldn't hold it back anymore and he threw up at the gruesome sight "yeah that's an understandable reaction, good thing I can do this" Ben said and in a flash he was now in his Anodite form, his arm was still missing but a new one quickly grew in its place.

Ben 23 spat a few times and then wiped his mouth with his handkerchief "you can turn into an alien without your Hero Watch!"

"yeah this is called an Anodite, I'll explain later though" he said and he pointed to Sevenseven who had now been joined by Tetrax and a familiar looking suit

"I have a whole new level of questions for you"

"as I'm sure you do" Ben said before he turned back to normal and revealing that his arm and torso were as good as new before he stepped forward "I call dibs on Sevenseven" he then walked over to his intended target

"hey aren't you going to turn into an alien" Ben 23 called out

Ben ignored his question and continued walking until he was standing in front of his target the two locked eyes and before Sevenseven could react Ben punched him right in the stomach causing him to fall to his knees "now we're even" Ben said

"those attachments of yours they are Galvanic are they not?" the one in the suit asked

"yes they are and I take it that you're Azmuth" a hatch on the front of the suit opened up to reveal the tiny Galvan inside

"I take it that you've met another version of me from where you come"

"indeed I have" Ben said as he put his hands out and Azmuth jumped out on to them

"could you take me over to your counterpart"

"sure" Ben replied and he walked over to Ben 23 who was currently confused over the sudden turn of events.

"Ben, this is Azmuth the one who I told you about earlier" Ben said

"you're the one who made my Hero Watch?" Ben 23 asked

"it's called an Omnitrix" Azmuth said before he leapt onto Ben 23's arm and took the Omnitrix off

"hey"

"you're rich and you haven't killed anyone yet kid, stop while your ahead"

"don't be hate'n its mine" Ben 23 went to grab the Omnitrix back but Azmuth just hopped off onto the ground.

"It was meant for your grandfather"

"...y-you knew G-Grandpa Max?" Ben 23 started to strain out

"yes sadly it arrived too late he was already gone...are you alright kid?" he said as he noticed the far off look in his eyes which were starting to tear up rapidly, Ben 23 then fell to his knees and began crying hard. Azmuth looked at Ben wondering if he had an answer for the sudden outburst of emotions, Ben looked at Tetrax and motioned for the camera's up above, getting the hint he fired several diamonds at them causing them to explode.

Ben kneeled down next to his counterpart "Ben, something happened didn't it?" Ben asked

Ben 23 nodded "my whole family was killed by aliens searching for my Hero Watch" he said

Ben and Azmuth were surprised by this new piece of information, they then both realised something "so that's the reason you think all aliens are bad?" Azmuth asked, Ben 23 just nodded as tears continued to fall, Ben then gave his counterpart a comforting hug with Ben 23 returning it tightly

"I just miss them so much" he said quietly

"of course you do merchandise and endorsements are no substitutes for family" Azmuth stated, Ben was about to add more when he heard his name being called out

"oh no" looking up everyone saw a black and green robot being pursuit by and being shot at by several helicopters the two Ben's quickly got up as Ship landed "let me guess the wonder twins tried to fix the generator and turned it into a bomb?"

"ship" Ship then turned back to normal

"yes, thanks to these two our cover was blown" Professor Hokestar said

"*sigh* I should have tied them up, well looks like we're stuck here now"

"so I take it these are good aliens" Ben 23 asked as tears still slowly trickled down his cheeks

"yes they are, but before any introductions are made you'd better talk to your people" Ben said gesturing to the fact that they were now surrounded by police

"sure" Ben 23 replied wiping the last of his tears away "it's okay officers, they're all good with me so you don't have to worry about them"

"he didn't call you evil aliens" Ben said

"it's a start, I take it similar events happened in your universe?"

"no all of my family is still alive"

"that's good to know, here I'm sure you'll know what to do with this" Azmuth said before handing the Omnitrix to Ben

"there you all shouldn't have any trouble walking around freely" Ben 23 said

"here I believe this belongs to you" Ben then handed his counterpart back their Omnitrix.

Ben 23 took the Omnitrix and put it back on "so what should I do now?" Ben 23 asked

"start acting your age and act like a true hero"

"how do I act like a true hero?"

"I believe that these guys could assist you with that"

"don't worry kid, we'll help you out" Tetrax said while helping Sevenseven to stand

"well now that most of the important stuff is taken care of what's this about a broken generator?" Azmuth asked

"a warp field generator, it was in an almost unfixable shape when we got here, and now that its gone we're stuck here" Ben explained

"I may be able to obtain one within a week or so, if you have the patience to wait that long"

"I'm fine staying here for a week as long as I can go home at the end, are you guy's okay with that?"

"well my boy it seems as though we don't really have a choice" Professor Hokestar with Ship, Blukic, and Driba nodding

"and you guys can stay with me at my place" Ben 23 said

"and where exactly is your place?" Ben asked.

* * *

The group now found themselves standing in Ben 23's 3 story penthouse "my word you certainly have done very well for yourself my boy" Professor Hokestar said as he looked at the very spacious floor they were on

"thanks, I was thinking of moving back into my original house in a few years and rent this place out to rich people" Ben 23 said

"that is a very smart thing to do" Ben said

"so guys make yourselves at home oh and don't worry if you damage, break or make a mess it can all easily be fixed" Professor Hokestar, Blukic, and Driba instantly headed off to explore. Ben 23 then turned to his counterpart "so I've gotta ask, why do you have a mini Techno-Bubble on your shoulder" assuming he meant Ship he replied by telling him on how he got Ship in the first place, once he was done he handed Ship to his counterpart. Ben 23 held Ship out in front of him "I guess he's kinda cute" he said before Ship coiled like a snake around his arm and then around his body with its head now in front of his face "uh what's he-" Ben 23 was cut off as Ship's tongue came out and gave his face a huge lick on the face "okay cuteness fading rapidly" Ben laughed as Ship reformed on Ben 23's head before leaping off and onto Ben's shoulder

Ben then put Ship down on the ground "go and enjoy yourself little guy I need to have a private word with my counterpart" Ship nodded and bounced off "let's go to your room and I'll tell you everything you want to know" Ben 23 nodded and gestured for Ben to follow.

Once they were in Ben 23's room which was about 5 times bigger than Ben's room with a king sized bed, huge flat screen TV, blue carpeting that had 'BEN' in huge black letters on it, shelves lined the room that had toys, pictures, medals, trophies, and movie props lining them, but the main feature of the room would had to have been that the walls were golden.

"Welcome to my room" Ben 23 said

"just out of curiosity are these walls made of real gold?" Ben asked

"they're covered in an inch layer of 24 carat gold if that's what you mean"

"yeah you're loaded, anyway about that form you saw me take..." and Ben explained the events that had occurred about how he managed to turn into an Anodite as well as the powers he possessed while in that form. Once he was done it was Ben's turn to ask questions "hey if it's not too much to ask could you tell me what happened to your family?" he asked

Ben 23 took a deep breath and exhaled "okay here's what happened..."

Flashback

It was the beginning of summer and an 8 year old Ben Tennyson had just been released from school to enjoy his summer, today he and the whole Tennyson family were currently at Bellwood National Park having a family reunion, Ben and his cousins were all playing with his Grandpa Max. The kids were currently running about while he tried to catch them, unfortunately he wasn't as young as he used to be and had to take a rest, the kids then gathered up and discussed what to play now "how about hide and seek" Gwen suggested

"okay but you're it!" Clyde said and he as well as the rest of the kids ran off into the surrounding forest to hide while Gwen covered her eyes and started counting.

Ben had soon found himself in a clearing and was rapidly looking around trying to find a good hiding spot, as he looked around he spotted a large hole, curiosity getting the better of him he walked over to the edge of a hole when he looked in he got a curious look on his face "what is that?" he asked as he saw a large golden ball, the ground beneath his feet then gave way and he fell into the hole. As he got back up he saw the weird looking golden ball open up, Ben peered into the ball and saw "a watch?" as he reached in to grab it, it leapt up and clamped onto his left arm "ah get it off, get it off, get it off" he said as he flailed his arm about before trying to yank it off but it wouldn't budge. Ben's scream had alerted the other kids who began quickly headed in the direction they had heard him scream from.

"Ben! what happened!" Ken asked as he and the other's arrived to find Ben climbing out of the hole

"I don't know! First I found a gold ball and then this thing grabbed onto my arm and won't let go!"

"don't worry lets go to your parents they'll know what to do" Ben nodded and the group headed back to where all of the adults were.

As soon as they left the clearing however two objects crashed into the clearing making them stop and turn around they watched from behind trees as the dust cleared to reveal two large round spheres, a hatch opened up on each one and an alien came out of each one, they were both wearing armour with weird weapons on their wrists, one of them looked like a normal man with spiked up red hair and green skin and the other one who was almost twice as tall as his friend looked lizard like with red bumpy skin, the two walked over to the now empty pod and looked inside of it "ah blignar someone took it" the green one said

"don't worry it just landed a few hours ago so whoever took it couldn't have gotten very far, I saw an area in that direction that seemed to have a populous, maybe they went there" the red one said

"sounds good, let's go" and then they both flew off

"those aliens must be looking for that thing on your arm Ben" Ken said

"I think they're going to where our parents are" Gwen said

"yeah we'd better give that thing back to them, they also might know how to get that thing off your arm" Ken said before they headed back to where their parents were.

As they walked Ben began fiddling with the watch now on his wrist until the face of it popped out "wow" he said making everyone stop and look at him, he could see the shadow of a figure now on the face he then pushed it back down and in a bright flash of light now standing in his place was a tall monster made out of green crystal "whoa what happened to me!"

"Ben that watch turned you into a monster!" Gwen said looking up at him "or an alien"

"come on lets...hey do you guys hear screaming?" Ken asked

"and explosions?" Clyde added

"lets go!" Ben said and the group headed towards the sounds.

When they arrived they all screamed at the sight in front of them, nearly everyone was dead; parents, uncles, aunts, older cousins all lay on the ground dead with ether holes through their bodies or their heads were missing. They could see the two aliens from before standing in the middle of the gruesome sight, the tall red one was currently holding their Grandpa Max up by the front of his shirt. Unfortunately for the kids their screams had alerted the two aliens "well, well what do we have here?" the shorter one asked

"judging by the fact that that petrocapian has that symbol on it's chest I take it he has the Omnitrix (turns his head to Max) well looks like we don't need you" the tall one said as he put his weapon on to Max's chest

"wait Coon I want him to see me use these brat's as target practice first" the shorter one said

"okay but make it quick Irill" Coon said as Irill aimed his weapon at them while Coon made Max watch

"kids run!" Max shouted before Irill fired 3 beams at the kids two of the beams disintegrated Ken and Clyde's heads and the last one tore through Gwen's torso killing her instantly.

"Am I a good marksman or what?" Irill said before blowing the end of his weapon

"well I hope you enjoyed the show gramps" Coon said

"leave my grandpa alone!" Ben shouted as he charged forward, Coon rolled his eyes and shot Max through the chest and hurled him to the side before Ben punched the alien hard in the stomach causing the front of his armour to shatter like glass "you monster! you monster!" Ben repeated over and over as he pounded the tall red monster hearing crunches with every punch as he shattered it's bones. Ben was now on top on the monster punching its face in further and further with every blow, as he made the final blow his green blood covered right hand turned into a spike which he pierced through the dead aliens head and into the ground.

Ben then got off the corpse and turned to the now frightened Irill "look lets talk this through mate, how about this I'll go back to my home planet and you'll never see me again" Irill bargained

"no" Ben then raised his hands and as if on instinct he fired a barrage of crystals at Irill that ripped him to shreds. As soon as Irill was in shreds a beeping was heard and Ben turned back to normal, looking around at all of the death he fell to his knees and cried harder than he ever had in his life.

Flashback End

"and that's what happened" Ben 23 said

"dude, I'm so sorry" Ben replied

"i-it's fine I've learned to live with it and now I have to learn to tell good alien's from the bad ones" Ben's face then lit up as what could possibly have been his greatest idea yet.

Ben then stood up and activated his Omnitrix "now Ben if you ever see the silhouette of the alien I'm about to turn into on your Omnitrix don't turn into it" he said as he selected the right alien and pressed down on it, and in a bright flash of light in Ben's place was Alien X.

Inside Alien X

Ben now found himself floating in front of two familiar faces "oh great he's back again, what is it you want this time?" Bellicus asked

"well seeing as how you're heartless and couldn't care less about what happens to people I'm going to direct my vote straight to Serena (turns to Serena) Serena I'm currently in another universe and I found out that the Ben in this universe had his whole family killed the day he received his Omnitrix so I vote that we revive every family member who was killed on that day in the room he and I are currently in" Ben said Serena looked unsure at that

"seconded" they both looked at Bellicus wide eyed

"motion carried" Serena said in surprise.

Outside Alien X

Ben 23 was observing Alien X, he hadn't said anything or moved an inch since he transformed "if turning into this alien means I become a statue then I'll never turn into it"

"Seconded! revival of Tennyson family, motion carried!" Alien X finally said and in a flash of light Ben 23's room was filled with all of his relatives who had died the day he got his Omnitrix, alive and well this was followed by a second flash and Ben was back to normal

"wha, wha, wha" Ben 23 said in shock

"I used Alien X to bring your family back to life" Ben said before he cleared his throat loudly getting their attention "attention all Tennyson's you may be confused at what's happening so I'll give you the abridged version you were all massacred by two bad aliens 5 years ago but thanks to me you have now been revived you are all currently in this Ben Tennyson's bedroom, as you can see he's become quite successful" Ben announced

"the last thing I remember was that horrible alien killing Gwen Ken and Clyde" Max said

Ben 23 broke down once again before he bolted over to his mum "mum!" he said as he gave her the tightest hug imaginable while crying tears of joy

"who are you?" Max asked Ben

"I'm him from another universe" Ben replied

"another universe? I find that a bit hard to swallow"

"like the fact you've been dead for five years"

"good point, we really need to get this whole thing sorted out"

"that we do, we should head to the lounge and don't worry about the 4 aliens out there, they're harmless" Ben said and he flashed his Duranite teeth making Max recoil slightly.

Later

After several hours and a few demonstrations with the Omnitrix's the Tennyson family had caught up on the situation though they still found it weird that they had been dead for 5 years, for them it had been like one moment they were being killed by two aliens and the next they were 5 years into the future, they had also been greatly put off by Ship, Professor Hokestar, Blukic, and Driba. Ben 23 had also revealed that he had kept his family members homes under lock and key to prevent anyone from breaking in and stealing as well as to prevent any of their stuff being tossed out. the family was greatly impressed at how well Ben 23 had done by himself, the family had also thanked Ben greatly for what he had done for them especially Ben 23 who had wanted to give Ben anything he wanted but Ben kindly declined saying that he had all that he needed at home.

1 week later

It had been a whole week since Ben and his friends had arrived in universe 23 and Azmuth had finally been able to obtain a warp drive generator which had been installed in a new Mr. Smoothy that Ben 23 had had made to replace the destroyed one "how in the world did you manage to get this thing built in under a week?" Professor Hokestar asked in amazement

"well when you have an unlimited budget and different people working on it 24 hours a day you can get little things like this done in no time" Ben 23 said proudly

'it's 3 times its original size' Ben thought to himself "well we'd better be going now" Ben said before his counterpart hugged him

"I am never going to forget what you've done for me"

"you're welcome" Ben replied as he hugged him back.

As they let go however their left arms were suddenly drawn to each other until their Omnitrix's popped out and the faces stuck together "what's happening!" Ben 23 asked

"I have no idea!?" Ben said as blue and green sparks began flying everywhere. Ben tried pulling the two Omnitrix's apart but they wouldn't budge, the sparks got more and more wild until a burst of blue and green energy sent the two heroes flying back, Ben 23 was caught by Tetrax while Ben crashed into the wall of the new Mr. Smoothy. Ben got up and looked at his Omnitrix and saw it rapidly spinning through the different aliens until it stopped on a familiar looking one with the circle turning blue "no way" Ben said he then pressed down on his Omnitrix and in a flash of blue light he was now "Feedback! But how? I thought the Omnitrix couldn't take in anymore Conductoid DNA and why is my front blue?" he then looked at his counterpart and walked over to him "hey can you turn into this guy?" Ben 23 looked through his Omnitrix and found the right one before pressing down on it and in a flash of blue another blue Feedback was standing in his spot

"dude this is so weird" Ben 23 said

"yeah"

"I believe I know what happened" Azmuth started getting both Feedback's attention "because this Ben's Omnitrix lacked Conductoid DNA, my Omnitrix filled the void and replaced it with a copy of its Conductiod DNA sample" he explained

"makes sense" Ben said before he as well as his counterpart turned back to normal Ben then smiled "thanks for that bro, continue doing the right thing and you'll be as good as I am someday"

"I will"

Ben then headed into the Mr. Smoothy where Ship, Professor Hokestar, Blukic, and Driba were waiting, he gave one final salute through the window and the store disappeared. The 23rd Mr. Smoothy reappeared in an old parking lot that hardly anyone used "let me guess as soon as you stock up you're headed straight back to universe 23 right?" Ben asked Professor Hokestar

"indeed, a universe without a single Mr. Smoothy is just a gold mine of opportunity" Professor Hokestar stated

"alright just try not to get stuck there (looks at Ship, Blukic, and Driba) come on guys we'd better go inform everyone that we're still alive" Ben said and with Ship on his shoulder and Blukic and Driba in his arms he headed to Plumber HQ.

Meanwhile

At Plumber Headquarters Max was extremely stressed out, his grandson had been missing for a whole week and there hadn't been a trace of him anywhere in the galaxy, it was as if he had just disappeared without a single trace. The last anyone had heard from him was that he, Ship, Blukic and Driba had gone searching for a 23rd Mr. Smoothy store but according to their GPS's there was only 22 Mr. Smoothy stores in Bellwood. After a long day he was getting ready to head home, as he waited for the elevator to come down hundreds of possibilities of what happened to Ben played through his head. When the doors opened his eyes widened in shock as he saw Ben standing in front of him "grandpa!" Ben exclaimed and he hugged him tightly

"Ben where have you been!" he asked as he hugged Ben back

"I've been stuck in another universe for the past week, sorry to worry you, I just had no way to contact you"

"it's fine I'm just so glad you're alive"

"I'm glad you're alive too"

"pardon?"

"nothing, I'll explain later" Ben said and he continued hugging his grandpa.


	4. Bat Trouble

Bat Trouble

"Finally my masterpiece is nearly complete" Heatbat stated proudly as he finished connecting the last two wires together

"uh boss" Bubble Helmet started

"yes?"

"what is that exactly?"

"in terms that you would understand it will make all of you buffoons stronger and more capable in fighting" everyone's eyes widened at that "however in order for it to do that I am going to have to acquire an Omnitrix" everyone got a look of defeat on their faces

"*braak*so what you're saying is we need to capture Tennyson?" Liam questioned

"not exactly, I've found out that there just so happens to be another wielder of an Omnitrix in Undertown right now and I shall retrieve him" and with that Heatbat flew out of the lair while leaving his henchmen wondering who else had an Omnitrix besides Ben Tennyson. Heatbat was now flying over Undertown trying to pinpoint the voice, he soon found it and saw a figure wearing red walking through the semi-busy street he then flew down with incredible speed and grabbed his target right off the street by his arms with his feet and flew off to his lair

"let go of me you vial creature" Albedo ordered as he struggled to reach his Ultimatrix but Heatbat kept his arms firmly apart

"yeah that's not gonna happen just yet knock off" Heatbat replied, surprising Albedo that the odd looking creature could speak, as he continued flying.

Once they had entered his lair he flew down and slammed Albedo down on a large table followed by clamps coming out of the table and pinning Albedo down before Heatbat got off of him "may I ask who you are and why you now have me pinned down to a table"

"short answer I'm Heatbat and you have something that I need" Albedo shot a quick glance at his Ultimatrix "yes your Omnitrix"

"it's called an Ultimatrix, and why would I give it to you?"

"well let's just put it this way remove it by yourself now or I shall remove it myself in a very uncivilised manner"

"as earthlings say; screw you"

"well you can't say I wasn't fair" Heatbat responded before he unleashed a powerful flamethrower on Albedo. When he stopped all that remained of Albedo was a pile of ashes and a charred black Ultimatrix, all of Heatbat's henchmen began backing away at this, Heatbat then picked up the Ultimatrix off the floor and walked over to a large laser. Once the Ultimatrix had been fully installed into the laser Heatbat turned it on and the laser and it lit up "this is the same type ray gun that Dr. Animo used to make me but I've given it some major upgrades and now I can choose which alien DNA I can use instead of it being completely random" Heatbat then turned to his lackies "alright you chunks of filth, which one of you is going to be the guinea pig for my laser" the henchmen just muttered unsure of what to say "alright then the next one of you that says the stupidest thing is first to get zapped"

"um how stupid are we talking about" a Bouncer asked

"perfect now stand over there or else you'll end up like him" Heatbat said while pointing to Albedo's ashes the Bouncer quickly got into position "now to test it out" he aimed the laser at the Bouncer, he selected the right DNA and fired and in a flash in the Bouncers places place was a slightly overweight purple skinned Tetramand

The Bouncer was quite shocked at his new appearance "excellent it works!" Heatbat exclaimed before regaining his composure and turned to the rest of his cronies "now who's next?" he asked they responded by giving enthusiastic 'me's' and he began zapping them mutated them with half their race with the half of another race (Bubble Helmet, Fistina, and Liam are the same as they looked in Outbreak):

Tummyhead had been mutated with Transylian DNA so now he had longer bulkier legs, two red conductor coils on his back, blue pants instead of overalls, black gloves with his fingers showing, one face, a head and neck, and his face resembled Tummyhead's only with dummyhead's black and red eyes

Thunderpig had been mutated with Loboan DNA so his legs were now longer with an extra joint, his fur had now had a very faint greyness to it, his head was now shaped to that of a wolfs with his nose still being that of a pigs, his tusks now pointed down like fangs and his fingers now had razor sharp claws.

Sweet-Eels had been mutated with Amperi DNA his head now resembled that of a Amperian he had four arms and his skin was now light blue

The Pickaxe Aliens had been mutated with different types of DNA making them all unique

Bug-Lite had been mutated with Lepidopterran DNA giving him wings, a tail, and 4 stalk-like eyes

The Nightmarish Alien had been mutated with Gourmand DNA turning his purple coloured skin green, he now only had two black and white eyes, and his tentacles had 3 claws on the ends.

And the Hooded Alien also known as Flecha was mutated with Necrofriggian DNA, his hood was now blue, his fingers now had claws, his green skin now had a blue tinge to it, and his eyes now resembled a Necrofriggian's only they were blue.

Heatbat looked at his new and improved henchmen "excellent, now for a field test, go out there and rob every single being you can, and don't forget to cause as much destruction as you can" Heatbat ordered and his henchmen left the lair eager to test out their new abilities "this should be worth watching" and he too left the lair ready to see how the fruits of his labour had worked out.

Meanwhile

Ben and Rook were travelling through Bellwood in Rook's truck, looking for any signs of trouble, Ben however wasn't happy "man I can think of a heap of more productive things I could be doing now"

"I am slightly inclined to agree, there has been very little activity aside from the thefts Heatbat's henchmen have made" Rook said

"wanna see if anything is happening in Undertown?"

"might as well seeing as how we have searched nearly all of Bellwood so far" Rook then turned into a familiar old factory and parked in the back.

The two got out and headed for the back door, Ben knocked on the door "let me in" he said and the door swung open and he and Rook walked in

"I am quite impressed that you are able to get such a quick response"

"eh you just got to know how to talk to them" they then took the elevator down into Undertown. When they arrived however they were greeted by a lot of destruction and injured people, Ben and Rook rushed over to an alien that happened to be K8-E who was trying to stand up "K8-E what happened?" Ben asked her

"a group of weird looking aliens just came out of nowhere and started attacking and stealing everything" she said as Ben and Rook got her into a sitting position, looking at the other injured aliens in the area Ben looked at Rook

"Rook I need you to call the Plumbers and get them to send as many medics as they can, once they arrive inform them of the situation and then come and find me, I may need your help, okay?" Ben said, Rook nodded with a serious face and Ben flew off while Rook called in the Plumber's.

Ben quickly located the group that were using different types of techniques to cause as much pain and destruction as they could "HEY!" Ben shouted as he landed on the ground causing them all to both stop and look at him with sneers. Ben raised his eyebrow as he looked at all of the odd looking aliens "okay normally I'd give you a chance to redeem yourselves but considering on what you've done, I'm not giving you that chance" he said

"you don't know who we are do you?" an odd looking Transylian said in a very familiar voice

"*braak* our boss has given us a major upgrade" an odd looking Vaxasaurian said

Ben's eyes widened "you're Heatbat's gang!?" he exclaimed

"indeed we are" Flecha said crossing his arms

'so this is what Heatbat's been up to these past few weeks' Ben thought before he was grabbed from behind and was given a massive shock from Bubble Helmet. When he let go Ben stumbled forward a bit "whoa thank god I'm more durable than most people" he said he then quickly activated his Omnitrix and slammed down on it not caring who or what he turned into, in a flash standing in Ben's spot was Swampfire "alright who wants a piece of me?" he asked all of the aliens ran at him "yeah I probably should have chosen my words better" he then avoided a punch from Liam and gave him an uppercut before sticking his arms out to the sides and unleashing two streams of fire at Flecha and Sweet-Eels but they just made themselves intangible letting the fire pass through them harmlessly Thunderpig came up behind Swampfire and unleashed a sonic squeal that blew a hole through his torso followed by Tummyhead giving him an electric punch to the chest making Swampfire yell in pain, he then touched his Omnitrix and turned into Four Arms. Four Arms then held Tummyhead above his head and slammed him to the ground before kicking him hard in the side sending him flying through two stalls. Four Arms was then punched hard in the stomach by a mini-Tundraian wearing Pickaxe alien clothes pressing the Omnitrix Symbol on his chest he turned into Ultimate Four Arms before he punched it causing it to fly back but it stopped in mid air.

Ultimate Four Arms then grabbed 4 more mutant pickaxe aliens, one had Pyronite DNA, another had Atrocian DNA, another had Opticoid DNA and the last had Gourmand DNA, he looked at the four struggling aliens and smirked "well this doesn't take a genius" and he banged all of their heads together knocking three of them out while the one with Atrocian DNA still remained conscious, knowing that his type were indestructible he just threw the mutant across Undertown. Tummyhead and Sweet-Eels both grabbed on to him and unleashed a massive amount of electricity making sparks fly around Ultimate Four Arms body, when they stopped Ultimate Four Arms groaned before falling to his hands and knees and turned back into normal Four Arms and then back into Ben. Ben groaned as he got back to his feet only to be knocked down by the Tundrian Pickaxe alien, it then got on his chest and punched him rapidly back and forth across the face the other aliens gathered around and started cheering. Ben could see that the punches were hurting the alien more than they were hurting him thanks to his Duranite teeth and jaw, forming his hands into fists he swung both arms up and punched the Tundrian Pickaxe alien in both sides of the head knocking it out. Ben then quickly got to his feet and flew up out of their reach "okay I need to rethink this through" he said looking down at the mutants

"yeah but we're not gonna give you that chance" Ben turned around only to be frozen in solid ice by Flecha "happy landings" he said as Ben fell and landed on the ground with the ice shattering as he tried to get up he was blasted by a sonic squeal from Thunderpig sending him skidding back along the ground only to stop when he hit into a bouncer.

The Bouncer then picked Ben up and held him by his arms and legs while a second Bouncer repeatedly punched Ben in his exposed abdomen "that's. E-NOUGH!" Ben shouted and he flared up into his Anodite form, the force of which knocked the two Bouncers back, freeing him in the process. Ben then stuck both arms out to the sides and fired two mana blasts that disintegrated the two Bouncers

"oh man we're screwed" Bubble Helmet said

"you're right, you are" Ben replied in a calm tone, two balls of blue mana formed on his hands and he flew straight at Bubble Helmet, before he could respond Ben punched him in the face with the mana ball exploding on impact, knocking him out. Ben quickly looked around and found his second target which happened to be Tummyhead and he did the same thing getting the same result before turning back to normal.

Ben then activated his Omnitrix and selected the right alien before he turned into Diamondhead "let's see how sparky one and two handle me now" he said before Fistina appeared and turned into a laser cannon "give me your best shot" he said, Fistina fired but the beam just reflected off of Diamondhead and struck Sweet-Eels taking him out of the fight. "great shot Fisty, wanna try again?" he taunted, Fistina fired several more times but with just a few turns Diamondhead managed to deflect the beams and took out a few of the weaker thugs before deflecting the last one straight back at her exploding and taking her out of the fight now the only ones left standing were Thunderpig, Liam, and Flecha.

Flecha then made a wall of ice between them and Diamondhead "retreat" he said and they all fled back to the lair.

Diamondhead smashed through the ice only to find the three remaining thugs gone "cowards" he said before his Omnitrix timed out "good thing though I don't think I could have taken them on anymore" he said before he sat down on the ground to rest.

Up above however Heatbat had seen and heard everything "hmm interesting results, if I had more men they would have most likely have beaten Tennyson, if just those morons were able to give someone as strong as Ben Tennyson a real run for his money, then anyone else will be a real push over, now I believe I have some cowards to talk to" he said before he flew back to his lair.

When he arrived he found his crony's resting from their fight while also having looks of worry on their faces "hello boys" he said making them all perk up and look at him I watched your fight and I must say "I am greatly disappointed in you three"

"*braak* but boss we tried our best but we just couldn't beat him" Liam said

"you think that's why I'm disappointed in you three inbred piles of garbage?" the three henchmen stayed silent "no I actually expected you all to lose albeit I didn't expect you all to do as well as you did, what I'm disappointed in is that you 1. Fled and 2. You didn't bring back any of the things you stole"

Flecha stood up at that "alright that's it I am sick and tired of taking orders from a giant bat who can never have a straight plan on what his true goal is" He said while Liam and began to move away realising that this was about to get real ugly.

Heatbat turned his full attention to Flecha "are you questioning my decisions?" he asked, Flecha replied by giving Heatbat a punch to the chest covering most of his chest in ice before it almost immediately melted "you just signed your death warrant" Heatbat said and a stream of fire shot out of his mouth but Flecha simply made himself intangible letting the flames pass harmlessly through him. As soon as he made himself tangible again Heatbat shot forward at an incredible speed and headbutted him sending him crashing through one of the walls this was followed up by a flamethrower which Flecha countered with his ice breath filling the whole area with steam.

Meanwhile

The Plumber's were now taking all of the unconscious henchmen into custody while also tending to the injured citizens "Heatbat has gone too far this time" Max said to Ben

"really I thought the time he secretly teamed up with the Kraaho to turn Bellwood into a lava pool was too far"

"I guess you have a point there" *bang* they looked up and saw a large chunk of ice had had burst through the cave wall, they all watched as the ice shattered to reveal Heatbat. Ben's eyes narrowed at this but he then raised his eyebrow as he saw Flecha come out of the hole now with his Necrofriggian wings spread out he then fired ice shards from one of his hands but Heatbat countered by sending out waves of fire from hard flaps of his wings which melted all of the ice crystals

"he must have had an argument with that guy, my money's on Heatbat" Ben said as the two continued using ice and fire attacks on each other. Heatbat blew a stream of fire at Flecha but he just became intangible letting Heatbat's attack go through him and set several stalls on fire, Flecha then made himself tangible again and fired an ice beam at Heatbat but he just dodged it letting the beam make a huge chunk of ice on the cave roof. The two continued the back and forth attacks occasionally hitting their mark while also causing damage to Undertown, the Plumbers had tried to break up the fight but Flecha had just encased them in ice

"Ben you have to do something they'll destroy all of Undertown if they keep this up" Max said

"sure just a sec" Ben said he then grabbed some debris and ate it restoring his strength "okay I think now is a time for Frostbite" he said as he activated his Omnitrix and turned into the chosen alien.

"Ben are you sure that's a wise choice?" Max asked

"he's stronger than Way Big and he can fly, yeah I think Frostbite is a good choice" Frostbite replied and he flew up to the two brawling aliens, as Heatbat avoided another ice beam Frostbite made himself known "alright you two break it up before I'm going to have to make this ugly" he said

Heatbat looked at the newcomer and saw the familiar symbol on it's chest "back off Tennyson, this is between me and him, so this doesn't concern you" Heatbat snapped

"well actually when your little squabble starts causing destruction it does become my concern" Frostbite replied

"fine then, I'll put an end to this now" Heatbat said and he shot at Flecha to headbutt him again but he just became intangible letting Heatbat fly threw him, but as soon as he made himself tangible again he was struck hard in the back by Heatbat who had flipped over in the air to make a quick U-turn, he then grabbed the stunned Flecha by the shoulders with his powerful feet and began flying around in a circle until they were both engulfed in a flaming circle, Heatbat then crushed the dizzy Flecha's shoulders before he let go sending Flecha straight down like a flaming bullet, crashing into the ground with such force that it sent debris flying. Everyone who had watched the fight were now in complete awe at what had just happened while Heatbat gave a loud screech to signify his victory, Frostbite gave Heatbat a questioning look before he floated down to the crater Flecha had made and saw him lying face up with a look of pain on his face and the last of the flames going out.

Frostbite landed next to him in the crater and looked down at him "rule number one of being a henchman, never fight against the boss" he taunted, Flecha just gave a groan in response, Frostbite then picked up the hurt henchman and handed him to Max "I'll take care of the ice" he said before he floated up and stuck his right hand above his head which then began to glow. As it did all of the ice in Undertown was sucked up like water and disappeared into Frostbite's glowing hand once all of the ice was gone and the Plumber's were freed Ben then turned into Water Hazard and began putting out as many fires as he possibly could with the Plumber's helping put out the rest "man this place is going to need a major clean up" Water Hazard said before turning back to normal

"yes I fully agree, good thing a lot of the aliens here have great carpentry skills" Max said

"speaking of aliens how is everyone?"

"we don't know the full extent but we do know that the injuries unfortunately vary from medium to sever" Ben's eyes narrowed at this and he looked up to see that Heatbat was gone "but thanks to the mass healing ray you had Brainmatter make we should be able to heal them all up in no time" it was at this point Rook came up to them

"nice work on getting the Plumber's to get here so fast partner" Ben said as he shook Rook's hand

"thank you Ben" Rook replied

"hey grandpa can I switch my current duties from patrol to clean up"

"you seriously want to help clean up and rebuild Undertown?"

"yep, besides I want to give this guy's abilities a proper workout" he said as he selected the new alien Ship had unlocked for him the other day in a flash of light standing in Ben's place was an alien that looked like a cross between a man and a bee he was roughly 5 feet tall had yellow skin with fuzzy black hair and two antenna coming out if it, black fuzzy arms, and wore a pair of green overalls with a large pocket on the front and two on the sides and two wings on his back

"what is that?" Rook asked

"I call thizzzz guy Buildabee" he replied and he zipped over to a destroyed stall and began fixing it, rapidly pulling tools and equipment out of his pockets, Rook and Max watched in amazement as the whole stall was as good as new within 5 seconds before he moved on to the next one

"Magister Tennyson have you ever seen an alien like that before?" Rook asked

"no but I've heard of them, they're supposed to be the best builders in quite possibly the whole universe" Max said as he looked at the rebuilt stall "well while he fixes everything we should help out with the injured"

"agreed" Rook replied and the two left the area to help out.

Meanwhile

Heatbat was back in his lair working on the mutation machine "with a few more modifications I should be able to add more DNA and powers into us without changing our physical appearance anymore" Heatbat said

"but boss why do we need to be changed anymore?" Thunderpig asked Heatbat stopped what he was doing and looked at him

"think about it puss bucket how do you think you would have done in that fight if you also had the added strength of a Tetramand as well as the speed of a Kineceleran" Heatbat said

"uh"

"exactly, you would have done a heck of a lot better" Heatbat snapped and he continued with his work.


	5. Frogs of War pt1

**Author's note : due to how big this was i decided to split it into two chapters**

Frogs of War

Ben gave a bored sigh once again he and Rook were spending their weekend on patrol and right now they were in the biggest amount of traffic they had ever seen "man what is with all this traffic, it's Sunday for gods sake" he said

"perhaps there has been an accident of some kind" Rook suggested

"maybe" Ben then leaned out the window and used his scope. As he did he saw the ground bulging and shaking up ahead "what the?" the ground then exploded and an alien came out making a lot people in their cars scream in fright, Ben then retracted his scope and leaned back in the truck "wasn't expecting that" Ben said before he and Rook (with Ship perched on Ben's shoulder) got out of the truck and ran over to the alien. The alien in question wrapped its tentacles around its body and shot up into the sky, this was followed by crafts of all kinds flying out of the hole and up into the sky as well "what the heck is going on it's like everyone in Undertown is fleeing from something" Ben said before the ground began to crack and the hole became even bigger, Ben's eyes then narrowed "Heatbat had better not be behind this or I swear I'm going to end him for good"

"perhaps Ester would know what is happening" Rook suggested

"good idea" Ben said and as if on cue he began to get a call from said person, activating the phone in his head he spoke "hey Ester what's up?"

"Ben have you heard the horrible news"

"is it the reason why everyone in Undertown is leaving"

"yes, we all got word that the Incursean's are coming to conquer Earth"

"what!"

"I know, should my tribe and I leave as well?"

"no, I think you and your tribe will be safe in the hot spot, I don't think the Incursean's could stand heat like that"

"is there any way we can help?"

"not at this point, once I know what we're dealing with here I'll let you know immediately"

"okay love you"

"love you too" and they both hung up.

In the Hot Spot

Ester hung up her phone and turned to face Seebik "let me guess he told you to stay here?"

"yep"

"but you're not going to follow that order"

"nope"

"what should we do?"

"he said we'd most likely be safe here because the Incursean's couldn't stand the heat down here"

"so what are you going to do?"

"I'm going to go to the Plumber base and while I'm gone I'm putting you in charge"

"I shale do my best to lead this tribe as you would"

"thank you" and she began heading to Plumber HQ

"I am defiantly following Ben's orders" he said under his breath.

Back in Bellwood

"I take it that was Ester?" Rook said

"yes, it turns out that the Incursean's are coming here, we'd better go back to Plumber HQ, they might have more details"

"agreed, lets go" and they headed back to Rook's truck.

When they arrived at Plumber HQ they found the place in total chaos "man the Incursean's must be meaning business if they've got everyone worked up like this" they quickly located Max who was standing in front of a console along with "Ester? Heh I should have known" Ben said shaking his head

"I tried telling her to head back to her place but she's just as stubborn as you are?" Max said with a small smile before his face turned serious "it turns out that the rumours were true, an armada of Incursean super destroyers is on a direct coarse with Earth"

"so this isn't going to be a typical fight?" Ben asked

"no, we're gearing up for a war" Max said before the planetary shields activated

"those shields will basically just slow them down" Ben said

"I know but Ben I need you to deal with a more immediate threat" Max then changed the screen to the news to show that the hole in the street had been taped off by the police who were now trying to control an angry crowd.

"so basically you want Ben to go up there and assure everyone that everything is alright?" Ester asked

"exactly" Max replied

Ben gave a weary sigh but he knew why his grandpa wanted him to go up "sometimes it really sucks being a celebrity" he said

"I know how you feel about being so famous but they'll listen to you"

"true, should I take Rook or Ester with me to assure them that aliens are good"

"that's actually a good idea Ben they should help get your point across, oh and Ester"

"yes?"

Max reached into his pocket and gave her a Plumber badge "I'm temporarily making you a Plumber agent" he said Ester's eyes lit up as she took the badge and gave him a massive hug while constantly saying thank you

"okay, okay you're welcome, now off you go" Max said with a slight chuckle.

* * *

Ben Rook and Ester were now standing were now standing in front of a podium on a large set of steps being pelted by garbage from the angry mob in front of them "maybe I should have left you guys back at plumber base" Ben said before a rotten tomato hit him in the face "a tomato? seriously?" Ben said before Ship jumped off his shoulder and made a green see through shield in front of the three of them preventing them from being hit by anymore garbage. They finally stopped as one of the few people Ben loathed stepped forward, Will Harangue

"Ben Tennyson (Ship put down the shield and returned to Ben's shoulder) the people demand answers, how long have you been a traitor to your species?" he asked

"what?" Ben asked

"are you out to destroy humanity or merely enslave it?"

"just say the word Ben and I'll punch him right between the eyes" Ester whispered

"as much as I'd love you to, don't" Ben said

"I agree, it would not look good for you if you struck him" Rook added

"on a scale of 1 to 10, 1 being global apocalypse and 10 being complete obliteration of the space-time continuum how dangerous is this alien population?"

"what the hell are yo-"

"and on a finishing question who or what are those three things with you?" the four of them frowned at that

"trust me I've been going to Undertown for years and they're decent folks just trying to make an honest living like anyone else in this town, they may look different but nearly all aliens are completely harmless, and for your last question which was rude even for you they are all aliens this is my best friend and work partner Rook" Rook smiled and gave a wave "this is my pet and also best friend Ship" Ship turned into its armour form and waved enthusiastically at the crowd "and this is my girlfriend Ester" he said this made the whole crowd gasp in shock at finding out that their hero was in a romantic relationship with an alien

"Ben Tennyson are you saying, to all of these people, no the whole globe, that you are in a romantic relationship with a disgusting alien?" Will asked

Rook gulped and began backing away from Ben as did Ship "Ben?" Ester asked Ben then moved from behind the podium and began walking down the steps towards Will.

At Plumber HQ

A lot of the Plumbers had stopped what they were doing after hearing the disgusting alien remark and were now watching the live news feed "Ben, don't do it" Max said under his breath

"well it was nice knowing him" Blukic said

"no it wasn't" Driba added

"ye-oh wait your right it wasn't" Blukic replied as they continued watching.

Back with Ben

The crowd parted as Ben walked closer and closer to Will who was now starting to get nervous, Ben stopped in front of him with a look of rage on his face as he reared his organic arm back and then punched Will so hard in the face he sent him flying, tumbling and skidding along the ground until he finally came to a stop. Ben lowered his fist then calmly walked back to the podium "Ben you know you are going to get into a lot of trouble for that" Rook stated

"I don't care"

"you know you didn't have to do that Ben" Ester said before she kissed him on the cheek.

"Yes folks you saw correctly, Ben Tennyson just punched out one of the most annoying reporters there is and all I can say is, nice shot" another reporter said

"so are there any other questions?" the same reporter raised his hand "yes?"

"asking pretty much the same question as Will are most aliens dangerous or are they more like us being that only a small percentage are bad"

"a good question and yes only a small percentage of aliens are bad so you all have nothing to fear about the aliens that live in Undertown" Ben replied another reporter raised her hand "yes you?"

"I'd like to direct a few questions at your work partner Rook" she said Ben moved to the side and allowed Rook to stand at the podium

"yes I will gladly answer any questions you have for me" Rook said

"thank you, first question what planet are you from?"

"I come from the planet Revonnah"

"second question like your partner Ben Tennyson's aliens do you or do your species have any special powers"

"no I do not and neither does my species, interestingly though after doing some research on Earth cultures I found out that my peoples culture greatly resembles that of your Asian cultures"

"fascinating and where exactly is it that you and Ben work?"

"I'm sorry but at this point in time that is classified"

"fair enough, thank you for answering my questions" she said, Ben stood back behind the podium

"ok any more questions regarding aliens ether if they're good or bad (Ben got an annoyed look on his face) or if I'm a traitor to Earth?" Ben asked, a reporter stepped forward

"I have a two part question, one when did you learn about this alien city and two why did you keep it a secret for so long?" he asked

"I learned about Undertown back when I was 11 after an incident I had involving this (gesturing to his cybernetic attachments) and I was told to keep it a secret exactly for this reason, nearly all human's weren't and most likely still aren't ready to know about aliens living among us for years" the reporter nodded in understanding "oh and before when I said that there were good and bad aliens if you see aliens that are frog like they're bad, now take cover!" Ben said as several Incursean Ship's, as well as Attea's, flew in, Ship turned into its ship form and blasted most of them out of the sky, Ben, Rook and Ester quickly got in Ship and it flew off with Attea's ship beginning to follow them.

Ship easily avoided all of the lasers fired at them and was basically toying with Attea who was not too pleased with this, Ship then did a flip over Attea's ship, and as soon as it was behind her it blasted her ship's engines causing her to crash along a not very busy road "great shot Ship" Ben said

"I agree you have quite good accuracy" Rook complemented

"shi ip" it replied before a transmission came through

"Ben, Rook, Ester I need you to come back to plumber base immediately" Max ordered

"be there in five grandpa" Ben replied "okay Ship you heard him, next stop Plumber HQ"

"ship" and they headed back to base.

Meanwhile

Attea groaned in pain as she tried to stand up but her whole body ached "I t-take it that wasn't what you had p-planned?" Dr. Psychobos asked as he got up

"if I could move without being in pain right now I'd make you my lunch!" Attea snapped

Dr. Psychobos's new dog (formally Khyber's) growled at Attea "oh shut up you mutt" she said as she very painfully sat up "ugh I think my whole body was tenderised in that crash"

"shall I inform daddy of our current situation?"

"nah just activate our new weapon, that should get us back up in the sky" she ordered

"right away p-princess" he replied before he began typing on the console.

Later

The Plumbers had just received Emperor Milleous's message while the Incursean ships flooded through the hole's they had made in the planetary shields and began attacking Earth. they were now gathered around a hologram of his flag ship "with our limited resources our only hope is to mount an all out assault on Emperor Milleous's flag ship, if we can cut off the Incursean's communications we stand a chance of neutralising the entire armada in the confusion Alpha and Beta team's move out" Max said and everyone ran to their ships.

Ben Rook and Ester ran to Rook's ship "I'd try telling you to stay here but there's no way you'd do that right?" Ben said to Ester

"you know me too well Benny" she replied with a cheeky grin, they then all entered Rook's ship and they flew off along with the rest of the ships. As they left the base an odd looking black ship with purple lines rose up and began following them, unfortunately for the plumbers the ship didn't show up on their radars.

Soon the defense forces were in space and they now had Milleous's flag ship in their sights "stay in formation...and fire!" Max ordered and the ships all opened fire on the flag ship unfortunately their weapons had little to no effect on it. Ben was now scanning the ship looking for any weak spots until he found them "Rook aim for the windows" Ben ordered, Rook did as Ben said and blew out several of the windows on Milleous's ship. He and Ester watched in surprise as Incursean's were sucked out of the now broken windows and into the void of space "and that also seals off that area, unless they don't like breathing" Ben said and Rook continued firing at the windows.

On Milleous's ship

Alarms began blaring about the multiple hull breaches to the ship " **activate the oxygen shields!** " Milleous ordered and a green force field surrounded the ship while also returning oxygen to the breached hulls " _I actually have to admire their creativity_ , **but they're gonna have to do better than that** " he then saw a black craft with purple lines coming up behind the craft that had shot their windows, multiple lasers and weapons emerged from it and fired all of them striking Rook's ship.

With Ben's team

"Magister Tennyson, my ship has sustained extensive damage" Rook stated as he struggled to maintain control of his ship

"ram it into Milleous's ship" Ben said getting 'what' from everyone "trust me it's the only way" Ben said

"I trust your decision Ben" Ester said

"as do I" Rook added

"then floor it" Ben said with a grin

Rook nodded "consider it floored partner" and he made his ship go as fast as it possibly could. Max and Attea watched as Rook's ship ploughed into the side of Milleous's ship resulting in a large explosion but only managed to make a hole slightly bigger than Rook's ship

"no" Max said in shock at what had just happened.

Attea however had a huge grin on her face "so daddy what do you think of my shooting skills?" " _once again Attea_ , _oh daughter of mine_ , **you have made me proud, but aren't you supposed to be on Earth** "

"I was shot down by Tennyson's other ship, but thanks to our new weapon we were back up in minutes"

" _that's great to hear_ , **head back to Earth and try to break into that plumber base of theirs,** _it'll be helpful in our conquest of this planet_ "

"sure thing daddy" she replied and her ship headed back to Earth.

Meanwhile

In the area where Rook's ship had crashed said ship was perfectly intact and was now black with green lines and had a large drill on the front "I knew you had a plan but I did not expect it to be this" Rook said as they exited the ship and Ship demerged with the ship before turning into its armour form knowing that they'd soon have a fight on their hands

"yeah, hopefully the toads think that we're dead" Ester said

"hopefully but we have to move fast" Ben said then using his scanner he found where Milleous was and the quickest path to get to him "good news I know how to get to Milleous, bad news there's a mass of Incursean's heading in our direction" Ben said

"I'll take care of them just lead the way" Ester said, Ben nodded and the four heroes ran off. As they turned a corner they were met by a massive group of 30 Incursean's

"halt!" the lead one said

"allow me boys" Ester said, she then used her stretching ability to bring her fists forward repeatedly in a blurry, rapid barrage of strong punches that that made her look like she had multiple arms. She beat down the entire group of Incursean's within 10 seconds

"my word" Rook said

"that's my girl" Ben said as Ester stopped and flashed them a smile before they continued heading towards Milleous. When they finally reached the bridge after knocking out another 100+ Incursean's "okay plan's simple; knock out everyone" Ben said and they rushed in

"this is for Ben, Rook and Ester, you toads!" Max said through the communications before the four heroes started taking out the Incursean's

"aren't you forgetting about Ship Grandpa?" Ben said as he kicked an Incursean in the head

"Ben! You're alive!" Max said

" **not for long**!? _Croak'em_ "

Ben turned into Frostbite and began taking out Incursean's with simple punches and tail whips, Ship used oncoming Incursean's as target practice with his lasers, Rook took out Incursean's with his combat skills and a bit of assistance with his Proto-tool, and Ester took down her opponents by stretching out her leg and kicking in a wide circle. Once all of the Incursean's had been taken out the only one left was a very angry Milleous " **okay brat's I only have one plan, it involves you, a lot of pain** , _and destruction on a planetary_ **scale** "

"yeah here's a little math equation for you 1 vs. 4 = your defeat" Frostbite said before he turned to Rook and nodded, Rook then ran over to the console and began typing on it making the flag ship start firing on the other ships which in turn made them start shooting the flag ship

with an annoyed croak Milleous pulled his microphone out from under his robes " **cease fire** , _cease fire_ " he ordered before Frostbite froze him in a block of ice with only the hand holding the microphone being free

Frostbite then turned back to normal and Ben took the microphone out of Milleous's hand while Ship wrapped around Ben's mouth and neck before forming into an odd device Ben then held the microphone up to his face and when he spoke he sounded just like Milleous "do not cease fire. plumber's have infiltrated all Incursean ships. shoot first and ask questions later. Trust no one. Including me Lord Emperor Milleous" Ben said before he crushed the microphone and Ship turned back to its armour form

"so what now Ben?" Rook asked

"I guess prepare for a crash landing...I probably should have thought this through a bit more" Ben said casually as the ship kept getting rocked by explosions they then heard a females voice come over the radio

"this is general Attea princess scion and teen supreme of the Incursean empire. I'm taking command and I say fire on the flag ship, it's what daddy would have wanted" all of the ships began firing solely on the flag ship making it start to come down into Earth's atmosphere

"hey Rook do you think you can steer this bucket of bolts so we don't crash into any towns or cities?" Ben asked

"I shall try my best" Rook replied as Milleous busted out of his ice prison

" **you brat's have gotten on my last nerve** " he said before his tongue shot out at Ben, but Ben easily grabbed it, then with a hard yank he brought Milleous flying towards him where he then punched him hard in the stomach, Ship followed it up by Grabbing Milleous by his right arm and leg and spun him around before throwing him straight up into the ceiling and Ester ended it by pounding him up against the ceiling using the same attack she had used on the Incursean's only she pumped her arms upward instead of forward.

When she finished Milleous fell to the ground groaning in pain "brace yourselves" Rook stated, Ben was about to ask why but he got his answer as the flag ship finally crash landed and the 5 of them were thrown about violently. When the ship finally came to a stop Ben now found himself underneath Milleous

"well that went better than I hoped for" he said as Rook arrested Milleous.

Outside the ship however Max and Attea landed their ships and got out before aiming their weapons at each other "surrender now!" they said in union

"I'm afraid we have you out numbered" Max said gesturing to the 5 plumber ships above

"look a little higher" Attea said and up above the plumber ships were 6 Incursean ships "now who's out numbered"

"call off your attack or say goodbye to your leader" Ben said as he and his team exited the ship with Milleous in cuffs

"fine go ahead I dare you" Attea said with Milleous getting a questioning look on his face "daddy please it's not like he'd do it"

"daddy?...wait are you Princess Attea?" Ben asked

"so you remember me"

"yeah but last time I saw you, you were only about yay high"

"Incursean's mature faster than you monkeys"

" **here's what's going to happen kid** , _you're gonna let me go, you're gonna leave this planet_ **and never come back** " Milleous said

"and why would I do that?" Ben asked

Dr. Psychobos (who had just exited Attea's ship) pressed the button on a remote and almost simultaneously black with purple lines spread all over the Incursean ships above them before they changed becoming bigger and more high tech looking "wait do you have Galvanic Mechamorph's on your ships?"

" **yes our own special ones that we had Dr. Psychobos make for our army** , _I got the idea when that_ **pet of yours stopped me from blowing up** _that tiny planet at the end of your solar system_ **by blowing up the royal conquest ray detonator** "

"allow me to d-demonstrate the increased fire power these ships now p-possess" Dr. Psychobos stated and he pressed another button on the remote, one of the Incursean ships rose up above the others and one of the small lasers on it turned and fired one shot away from Bellwood a few seconds later everyone could see a huge glowing purple dome which was followed by a deafening rumble and a powerful aftershock that knocked everyone down

" **ha, I never get tired of that so if I see you anywhere near this system and I mean anywhere** _my enhanced ship's will destroy your town and_ **everyone and everything you ever cared about** "

Ben was now raging mad, before he took a deep breath and sighed "fine I'll leave" he then grabbed Milleous by the front of his clothes and pulled him forward "but I swear if you hurt or destroy anyone or anything I do care about I am going to come back and make you suffer in ways you will not believe, and just to prove that I'm not bluffing about that..." he then snapped Milleous's arm like a twig making him yell in pain.

Soon Ben was strapped into an Incursean space pod while the other's looked on sadly, as Milleous (his broken arm now in a metal cast) was about to launch him he spotted the girl that had pummeled him earlier and frowned "toss her in with him" he said while pointing to Ester.

"Ester don't struggle, you'll be safer with Ben" Max whispered to her as two Incursean's grabbed her by her arms and a third one pressed his gun up to her back and they took her to the space pod, Ben was fuming at this but he chose not to react, the Incursean's tossed her in and Milleous pressed the button on a remote, the pod then closed up before it shot straight up and into space.

"You know Ester this really isn't the way I intended to spend the rest of my life with you" Ben said casually before he effortlessly broke free of his restraints

"so do you have a plan Ben?" she asked failing to recognise what Ben also meant in that statement

"yeah, in order to beat an army we're gonna need an army"

"what did you have in mind?"

"let's just say I have friends in high places" Ben said as he opened up a compartment on his cybernetic arm and pulled out his teleporter

"um quick question, why didn't you just use that to get us on board Milleous's ship in the first place!"

"because then we wouldn't have had the element of surprise on our hands" Ben replied as he put the teleporter on his arm and activated it, he then wrapped his arm around Ester's waist and in an instant they found themselves in the middle of a battle between two different pirate crews "well I wasn't expecting this" Ben said before he spotted Captain Dagger, slicing an alien in half "well might as well join in" Ben said before he activated his Omnitrix and pressed down on it turning into Four Arms "see the ones wearing the symbol of a skull with a knife in its head"

"yeah?"

"beat up anyone who isn't wearing that" Four Arms said and he began attacking the other crew, Ester shrugged and began fighting as well. While Ben and Ester were using non-lethal attacks the Dagger Pirates where being as lethal as they possibly could slicing and hacking their enemies to pieces, soon all of the opposing Pirates lay dead or knocked out on their ship

"har, har, har now lads plunder this vessel of all of it's valuables and let's be on our way" Captain Dagger ordered and his crew got to work

"still up to trouble I see" Four Arms said making the crew draw their weapons he then touched the symbol on his belt and in a flash he turned back into Ben

"Benny boy! how ya been lad?!" Captain Dagger said as he and Ben shook hands

"I've been better, how about you?"

"can't complain lad, can't complain, so what ya be doin ere?" Ben then gave him a quick rundown on the events that had recently happened "dose toads be a real pain in me side" Dagger said with a lot of his crew agreeing

"so I was hoping you your crew and the rest of the Space Demons could help me get rid of them once and for all" Ben asked

"lad me crew and I will be glad to help you as long as we get to kill them"

"only if I get results like that" Ben said while pointing to the sliced up remains of an alien

"har, har, har trust me lad when we get drough with dem dey'll be in even worse shape dan dat"

"perfect"

"by da way lad ooo be da lass"

"forgive me, this beautiful girl is my girlfriend Ester"

"did ya ere dat boys? Benny boy's got a lass on is arm" the crew cheered at that with made Ben laugh and Ester giggle.

"so lad ow soon do ye want us to ed to Earth?" Dagger asked

"well they'll probably be expecting me to return immediately, so lets wait a month and plan out our attack, besides we're gonna need all of the Space Demons if we're gonna pull this off" Ben replied

"sounds good, after we plunder dis Ship we'll ed back to me personal planet" Dagger said

"mind if we head to your ship?"

"not at all lad" and with that Ester used her stretching abilities to get them to Dagger's ship. Once they were on Dagger's ship Ester turned to Ben

"Ben are you sure we should trust these guys?" she asked

"trust me Ester, they may seem bad but they're the best chance we have at winning against the Incursean's and don't get me started on the rest"

Soon the ship had been plundered of everything and everyone was back on Dagger's ship, they then sailed away from the ship before aiming their cannons at it "ready, aim, and FIRE!" Dagger ordered, Ben and Ester watched as the energy blasts from the cannons blew up the ship

"cool" Ben and Ester said in union

"yep I never get tired of watching a ship explode, now den next stop Planet Dagger!" a huge vortex appeared in front of the ship and they sailed through it now finding themselves in what looked like a 5 star resort

"this is Planet Dagger?" Ben asked

"I dat it be lad, dis be our base of operations per say"

"wow who did yah have to kill to get a place like this for yourselves"

"no one we just forced a group of Buzzilder's to make it for us, it's got spa's, pools, drones dat'll wait on ye and and foot, training bubbles da works"

Ben was about to ask what a training bubble was when he heard a familiar voice "I was wondering when you and your goons would be returning?" they turned around and saw the one and only Vilespa wearing only a purple bikini, her smirk turned into a huge smile "Benny!" she said happily she then raced over to him and gave him one of her life draining kisses, he tried to push her off of him but she was just too strong her kiss was only broken as she was punched in the side of the head, turning her head to the side and separating her lips from Ben

"no one kisses my boyfriends lips except me!" Ester stated angrily, Vilespa let go of Ben's shirt and took a step back from him before turning to Ester.

She looked Ester up and down "seriously you're his girlfriend?"

"yes and don't you dare try kissing him like that ever again!" Ester snapped

"...I like you, you've got a lot of moxie, plus it's not every day someone actually hurts me a fraction" she said and she walked off

"phew for a second there I thought she was going to tear you a new one" Ben said

"so you think I couldn't win in a fight against her?"

"I've fought her before and no offence but she would cream you in an instant" he said in a serious tone

"it be true, I've once seen er split a dwarf planet in aff wit er bare ands" Dagger said before he smirked "well now that one of em is ere we'd best be summoning da rest of da Space Demon's"

"sounds good to me" Ben added and they all headed inside.

Two days later

One by one the Space Demon's arrived on Planet Dagger until they were finally all there, the Space Demon's were now in the meeting room where the Space Demon's discussed important things that they normally wouldn't discuss in public such as if they wanted to wipe out a certain race or destroy a planet. The Space Demon's currently consisted of Captain Dagger, Vilespa, Jián, Moshu, and Glacya, they had had a discussion earlier about Ben and had come to a decision, now they were just waiting for Ben and Ester to arrive, when said couple did arrive Moshu was the first to speak "okay Ben we had a small yet serious discussion before you got here and we've all agreed on something"

"and that would be?" Ben asked

"we'll help you eliminate the Incursean's for good IF you become a Space Demon" Ben and Ester were shocked at this

"that's the deal kid, take it or leave it" Jián said

Ben thought this over in his head 'become a Space Demon...well if it means that I get to save my planet then its just a small price to pay' "alright I'll become a Space Demon" Ben said and before he could react Dagger lifted up Ben's sleeve on his organic arm and jabbed it.

"There be your first tattoo kid" Dagger said Ben lifted up his sleeve and saw a black long alien looking skull with fangs and 6 eye sockets that were narrowed and it had 6 stars around the skull the other Space Demon's then revealed their tattoo's each with a different number of stars around it

"huh I thought tattoo's were supposed to be a lot more painful"

"ow so?"

"well on Earth you have the tattoo ink basically injected under your skin"

"wow that is primitive" Vilespa said

"well now that you're one of us, let's get down to business" Jián said and for about two hours they discussed about tactics and ways to beat/destroy the Incursean's once and for all.

Once they had everything planned out they all left the meeting room "well seeing as how we have a month to prepare for the big day I'm gonna spend it in the training bubble" Jián said

"what are these 'training bubbles' you talk about?" Ben asked

"they're special bubbles that are great for getting stronger in short amounts of time 1 day out here equels 3 years in there plus you don't need to eat or sleep and you don't age"

"wow three years of training in only 1 day that sounds great" Ester said

"well then lets go shall we" Ben said casually and the group headed over to the training grounds of Dagger's base. When they arrived Ben and Ester saw 10 large white domes with a single door on each one "well I guess Ester and I will take this one" Ben said as he chose a random dome, he was about to open it when Dagger put his hand on Ben's shoulder

"two things lad never stray too far from the door otherwise you'll get lost forever, and two this'll be the most intense thing you'll ever do"

"thanks for the heads up" Ben then opened the door to reveal a vast white void, he then began to walk in

"oh and watch out for that first step (thud) it's a doosy" Vilespa said as Ben fell straight to the ground

"what the hell?" Ben asked as he felt like he was being crushed by 3 elephants Ester went to help her boyfriend only to meet the same fate

"there's currently 15g's of gravity on you which will increase over time" Dagger said and he closed the door on them. It took a bit but soon Ben was back on his feet whereas Ester only managed get to her hands and knees, and even then she was struggling

"well looks like it's just you and me for the next 90 years" Ben said with a grin

"this'll really test our relationship" Ester replied Ben then reached down to pick her up but she declined "no if I want to get stronger I need to get up on my own" and she kept trying to get to her feet, Ben had to honestly admire her determination.

2 weeks later

A small team consisting of Gwen, Kevin, Rook, Blukic, and Jimmy (he still has his ultimate alien look) were currently in the back room of Mr. Baumann's store discussing about what they should do "I heard that there's an alien base 50 miles from Bellwood, there could possibly be some weapons there that we could use" Kevin said

"yes I do believe I've heard of something like that while I was searching through the Plumber Database" Rook stated

"hey can I ask something?" Jimmy said, on their way to Bellwood Kevin and Gwen had had a run in with some Incursean's who were in the process of capturing people one of those people happened to be a crying Jimmy, after a brief fight Gwen and Kevin freed the prisoners and took Jimmy with them. on the ride to Bellwood Gwen and Kevin had found out that his mum had been killed, due to Jimmy still having the armour ring Ben had bought him he used it and was able to put up quite a fight due to the laser's reflecting off his armour, but once the Incursean's had managed to catch him as punishment for the struggle they executed his mum right in front of him.

"sure what is it?" Kevin asked

"well if you had to leave somewhere in a hurry would you take everything with you?"

"no, I'd just take the essentials"

"so would that mean Undertown is still loaded with alien tech?" everyone was left speechless at that

Gwen then turned into her Anodite form and her eyes glowed brightly "Undertown is completely abandoned, so we should have no trouble being down there" she said, she then chanted some words and in a flash they found themselves in the middle of Undertown

"hey Rook you've been down here more than us where would be the best place to look for weapons?" Kevin asked Rook looked at their current location

"follow me" he said and he lead them to a group of abandoned stalls "this is the general area for weapons, we should hopefully find something of use here" Kevin looked into one of the stalls and saw a surplus of weapons level 4 and up

"kid I owe you a truckload of soda" he said as he pulled out some of the weapons

"normally I would confiscate weapons of this level, but given our current situation we should take as many as we can" Rook said

"so in other words, start looting" Kevin said

"that as well" and they all started grabbing weapons and putting them in piles which Gwen then teleported back to Mr. Baumann's store. As Jimmy was searching he found a few trays of multicoloured rings, looking at his gold ring he grinned and put a different coloured ring on each finger before adding the remaining trays to the piles.

Once all of the weapons had been taken the team began searching the rest of the stalls for anything useful be it clothes, armour, or some form of transportation "is it bad that I'm finding this kinda fun?" Gwen asked

"nah that's just the bad girl in you coming out" Kevin said as he searched behind another stall.

Rook got a questioning look on his face "bad girl coming out? are you in labour miss Tennyson?" he asked, Gwen and Kevin could have sworn their hearts stopped at that

"he means that she's enjoying the kinds of things he does" Jimmy explained

"no he doesn't" Blukic said

"huh?"

"dawha *sad groan* never mind"

"forgive me, I take it that that was just an Earth expression" Rook said with a bright red Gwen just nodding.

Once the group had collected everything they could Gwen teleported them all back to Mr. Baumann's store when they arrived they found the room completely flooded with everything they collected "yeah this should all do nicely" Kevin said

"we could reduce the flag ship to shrapnel with all of these weapons" Jimmy said

"right but we also need more people to help otherwise all of these weapon's will be useless to us" Gwen said

"it's a shame that Ship isn't with us he could absorb all of these and turn into the ultimate weapon" Kevin said

"does anyone know where Ship actually went? It is like he just disappeared after Ben and Ester were exiled" Rook said.

Meanwhile

The creature in question had spent the last 2 weeks spying on the Incursean's and gathering any information it could obtain on them, so far it had learned their weaknesses, the schematics of their ships, how to beat the bad Galvanic Mechamorph's, and how to hack into the Plumbers system without being detected, having been in and out of the Plumber HQ multiple times. Right now Ship had snuck once again into Plumber HQ only now it intended to make a mass break out of all of the captured Plumber Agents and anyone else who'd be willing to help. After silently entering the base it changed into it's armour form and began making its way to the holding cells, as it walked quietly through the halls deactivating every alarm it passed it finally had a run in with a group of Incursean's "halt! Surrender now or else we'll open fire!" the first one said but Ship knowing some of the Incursean's weaknesses silently released the smell of burning rubber which caused them to gag and pass out, Ship captured them all in a force field and continued heading towards the holding cells.

After encountering 2 more groups of Incursean's Ship finally arrived at the holding cell's, Ship walked over to the terminal and it hacked into the system activating the steps and walkways to allow everyone in the cells to be able to walk out while also preventing the alarm from going off, it opened up all of the cells and then walked over to 3 empty cells and put the 3 force fields in a cell each before cancelling them and then sealing the door's to the cells "shishishishi" Ship laughed out before it went back to concentrating on its mission. Ship then watched as everyone started to come out of their cells with looks of confusion on their faces, looking around it quickly spotted a familiar person and it flew up to them, Ship then landed in front of Max who was quite surprised to see it "Ship were you the one who did this?" he asked

"ship" it replied before it continued speaking "shi ip p sh ship sh hip shi p p ship" Max was stumped at that not being able to understand a word it just said

"if I had to take a guess you just said something along the lines of you're here to break us all out?" Max asked Ship just bent forward to indicate a nod and then pointed down "you want us to all meet at the bottom?" Ship then bent forward again "attention everyone!" Max called out "everyone head down to the bottom, Ship will guide us out of the base" Max said and everyone began doing as he said Ship then picked up Max and flew down to the bottom and they waited for everyone to arrive.

Once everyone was down at the bottom Max looked at Ship "okay Ship lead the way" Max said and Ship began walking off in a direction away from any of the exits that he knew about but right now he was putting his full trust in Ship. What no one knew was that Ship was guiding them through a way where there were very few security camera's and if there were they were facing in directions away from them. soon they arrived inside the now empty lab "um Ship what are we doing here?" Max asked Ship just walked over to a large laser and patted it

"hey that's the teleporter Blukic and I were working on" Driba said as he ran over to it and examined it

"it looks fully operational now" Ship bent forward to agree "so where should we teleport everyone?" realising that no one but Ben could understand it Ship just pointed down "into Undertown?" Ship bent forward again "okay then" typing in the right co ordinance Ship aimed the laser at the group and with a quick zap they all disappeared leaving just Driba and Ship behind. "Well looks like one of us needs to stay behind to activate-" Driba was cut off as Ship grabbed him and tossed him in the air before zapping him with the laser. Knowing that the Incursean's could find out where they had all been teleported to Ship absorbed the teleporter into its body and then began to leave the Plumber HQ glad that its mission had been a complete success, now all it had to do was get out of Plumber HQ without being caught.

Back with Gwen's team

"I say we break into Plumber HQ and get Grandpa Max as well as the others" Gwen said firmly

"well with all of the fire power we have here I think that we can pull something like that off" Kevin said with a smirk

"and with all of those people we have a greater chance of winning" Jimmy added

"exactly, gear up everyone we're making a jailbreak" Gwen said as she changed into her Anodite form but she got a look of surprise on her face as she tried to locate Max "Grandpa Max and the other's aren't in Plumber HQ anymore!"

"then where are they" Rook asked

"they're all in Undertown"

"well that just made things easier" Kevin said "gear up just encase" once everyone had a weapon Gwen teleported them all to exactly where she could sense Max was. When they reappeared they saw the plumbers searching the stalls most likely for weapons like they had, Gwen then spotted Max over seeing everyone

"Grandpa!" she called out before she flew over to him. Max turned around and was instantly embraced in a hug by a familiar looking Anodite

"Gwen! Oh I'm so glad you're okay" he said as he hugged her back

"Magister Tennyson it is good to see that you are well" Rook said

"well I could be better" he replied with a smile

"if I may ask how did you all manage to escape?"

"yeah we thought you were all still at Plumber HQ" Kevin added as Gwen turned back to normal and let go of her grandpa

"well we still would be if it wasn't for Ship"

"Ship?!" the team said

"yes, some how he was able to break into Plumber HQ without being detected and he freed us all as well as used Blukic and Driba's teleporter to send us all here"

"the little guy must have been spying on the Incursean's for the last 2 weeks" Kevin added

"most likely, anyway I'm currently having everyone search for any kind of weapons that we could use against those toads"

"don't worry about that grandpa we already plucked this place clean of all weapons and armour, it's all safely stored at Mr. Baumann's store" Gwen said

"well that's a relief (turns around) it's okay everyone you can stop searching we know where the weapons are"

"so where is Ship?" Blukic asked

"he had to stay behind to activate the teleporter to send me down here" Driba said before he and Blukic happily greeted each other.

"Wow that is a pretty noble thing to do, I hope he makes it out of there okay" Rook said

"well if he can get in without being detected I'm sure he can get out without being detected as well" Max said

"hopefully" Gwen said

"by the way Gwen may I ask who the kid is"

"oh grandpa this is Jimmy, he's been helping us throughout this whole ordeal"

"Jimmy? As in the Jimmy who blabbed my grandson's secret" he ask with a smile

"yes, and sorry about that" Jimmy said

"ah don't worry about it kiddo, so how did you become involved with this lot?" Jimmy then sadly told Max about how he became involved with Gwen's team, almost bursting into tears as he told Max about what had happened with his mum, Max gave him his condolences as well

"so do you have anyone else you can stay with after we finally get rid of these toads?" Jimmy shook his head

"my mum was an orphan and my dad doesn't want anything to do with me"

"don't worry Jimmy we'll sort something out" Max finished before they all heard

"ship ip ip sh shi hip" everyone turned and saw Ship running towards them and before Gwen could react Ship had her in a bone crushing hug

"gah *groan* yeah I missed you too Ship" she said before it let go of her

"Ship" Ship turned to face Max

"that was a very brave and smart thing you did"

"shi sh ip ip Ben hip p"

"hey Ship can you absorb a massive amount of weapons at once?" Kevin asked, Ship bent forward

"cool because do we have a surplus for you"

"give me a second" Gwen added before she turned into her Anodite form and then she chanted some words no one could understand and in a flash all of the weapons were in a huge pile in front of her

"everyone take your pick" Max said, the plumbers began searching through the pile and took what they thought would suffice them. Once everyone grabbed what they wanted Ship absorbed the rest of the weapons into its body, the results of which were not what anyone expected, Ship turned unto a 50 foot tall slightly modified version of its Armour Form (it now looks like it's Omniverse design), then enough weapons to level Bellwood in 5 seconds came out from all over its body

"oh yeah that should really help us in this fight" Kevin said before Ship reverted back to its normal form and hopped up on Gwen's shoulder

"so Grandpa should we start now?"

"no" a voice that was familiar to Gwen, Kevin, and Ship "wait 2 more weeks then ready yourselves for the fight of a lifetime" the voice said making everyone look around, Gwen and Kevin however recognised the voice as Moshu's, the two just looked at each other and smiled

"only Ben" Gwen said

"what was that?" Max asked

"nothing, but we know who that was so at this point we should do what he says and trust him" Gwen said, Max wasn't too sure but he put his full trust in his granddaughter.


	6. Frogs of War pt2

After 2 weeks the Space Demons and the Dagger Pirates were now gathered around the Training Bubble that Ben and Ester were in "I've actually ave to tip my at to dem, to be able to last dat long in dere with da gravity constantly increasing is really impressive, not even you lasted dat long Vilespa" Dagger said, Vilespa pouted at that

the door then opened and Ben and Ester stepped out their clothes were now in tatters and most of their muscles now were now well defined, Ben's more so "wow I feel so much lighter now" Ben said

"well lad ye be training at (checks the gravity meter outside) oly ell you two be training 480 times dis planets gravity"

"well we did have 90 years to adjust to it" Ester replied

"90 years well spent" Ben said and he wrapped an arm around Ester's waist.

"Well it's time to kill some toads" Vilespa said and banged one fist into her palm

"ye ear dat boys, were aving frogs legs for dinner" Dagger said making the Dagger Pirates cheer

"okay first off Moshu do you think you'd be able to teleport all of the Incursean's to one place at once?" Ben asked

"in my sleep, but first" Moshu then snapped his fingers and in an instant Ben and Ester's clothes were fully repaired

"thanks, second when they arrive I need you Glacya to strike the Incursean ships with the most powerful bolts of lightning that you can muster, that'll put an end to the Bad Upgrade's (Glacya nodded) and for the rest of you kill the Incursean's" everyone smirked at that "to Bellwood outskirts" Ben said and in a flash they all disappeared.

When they arrived at the outskirts Glacya began making dark storm clouds above them, Moshu then turned to Ben "your cousin has formed a resistance group against the Incursean's I contacted them 2 weeks ago to tell them not to attack and wait for today"

"thanks for that could you teleport them here?"

"that's what I was intending" his eyes then glowed white and in a flash Gwen's team and the remaining Plumber's appeared

"hey guys, miss us" Ben said

"Ben!" a large portion of the group said and he was embraced in a few hugs

"well, well Maxy it's been a while asn't it bout 6 years now right"

"Dagger" Max said and he aimed his laser at him

"hold it grandpa" Ben started, getting his attention "the Space Demon's and the Dagger Pirates are here to help beat the Incursean's, if you can't make a truce with them then I suggest you leave" Ben said firmly

Max was genuinely surprised at Ben's attitude just then but he did have a point "fine, until this whole mess is over we have a truce" Max said and he begrudgingly shook hands with Dagger

"okay Moshu now" Ben said, Moshu nodded and he closed his eyes before a blue aura surrounded him, his eyes then snapped open and in a blue flash of light all of the Incursean's as well as their ships and weapons appeared, all of the Bad Upgrade's had merged with all of the ships turning them into super weapons but with a simple snap of Glacya's fingers multiple massive bolts of lightning came out of the dark clouds and struck the ships causing them to both explode and petrify the Bad Upgrades merged with them preventing the ships from being pulled back together. Now standing in front of the group were a mass of 15,000+ Incursean's

"wow there's more of these toads than I thought" Vilespa said

"I teleported every Incursean in the universe here" Moshu replied, Ben took note that quite a few of them had the same kind of physique as his alien Bullfrag.

Milleous, who was at the front of the mass of Incursean's, was confused one second he was at Plumber HQ the next he was in the outskirts of Bellwood, which was followed by his ultimate weapons (minus the downed flag ship) being destroyed by lightning, looking ahead he saw all of the plumber's who had escaped 2 weeks ago as well several people who worked alongside Ben Tennyson in the past, before his eyes locked on said person " **Tennyson!? I thought I told you to never come back here** " he said

"Milleous, did you really think I'd do that? I just used the past month to train and work out a plan on how to beat you, now normally I'd give you a chance to surrender and never come back but during my time training I realised that in order to get rid of a problem for good you have to nip it in the bud, so basically what I'm saying is you and your kind are not leaving this planet alive"

"mind if we cut in Tennyson?" Ben looked and saw Heatbat along with all of his minions "there's some toads that we'd all like to stomp on" he said

Ben smirked "well then without any further ado (look's at his allies) spare no one" Ben said

"ATTACK!" Dagger shouted and he, Ben, Ester, the Space Demons, and his crew charged at the Incursean's.

The rest of Ben's team were surprised as Ben turned into Four Arms without touching his Omnitrix and began tearing the Incursean's heads off or crushing their heads "um Grandpa is it wrong to be killing these guy's" Gwen asked

"under normal circumstances yes, but honestly I'd make an exception in this case" Max replied

"well I'm all for it!" Jimmy said as he twisted 3 rings and he became covered in a translucent yellow armour, a red laser sword appeared in his right hand, and a purple translucent machine gun appeared over his left forearm and he ran towards the Incursean's

"kids got spunk I'll give him that" Kevin said before he (he absorbed a piece of Duranite he kept with him), Gwen (Gwen turned into her Anodite form), Max and the plumbers charged at the Incursean's.

Vilespa powered up to 50 percent of her full power and was killing Incursean's with simple punches and kicks and used her pinkie fingers to deflect any laser's shot at her "god you guys are weak" she said as she back handed an Incursean making its head explode. She looked and saw Glacya now had a massive group of Incursean's caught in a tornado, she then saw the Incursean's become incinerated as the tornado turned into flames, Glacya then swung her arm and the fire tornado turned into a wave of fire that went over about 200 Incursean's, incinerating them "nice" Vilespa said and she went back to killing.

Jián, now with all three swords out (one in each hand and one in his mouth) tore through a group of Incursean's and when he appeared on the other side they all fell to pieces turning around he used his swords to deflect the lasers being fired at him from another group of Incursean's, he then crouched down and launched himself at them while also spinning around "Dragon Twister!" he shouted as he became surrounded by a twirling blue aura which sucked them in and spat out bloody chunks. When he stopped he looked at his handy work "I haven't had this much fun in a while" before he swung his right sword and decapitated 5 Incursean's.

Moshu was using his psychic abilities to eliminate his opponents, raising his left hand up over 100 Incursean's floated up into the air before they were all torn to pieces by an invisible force, he then dropped the blood chunks to the ground before he possessed another 100 and made them blow their brains out with their own weapons. With a snap of his finger's a group of Incursean's behind him burst in a spray of blood and guts and with a wave of his left hand another group was compacted into marble sized balls. Dagger was using his cybernetic arm (his hand having transformed into a laser) to blast holes through their chests and used his enhanced strength to stomp and crush their heads if they were still alive after they hit the ground, his crew were pretty much doing the same thing only without the crushing and were also using laser swords to hack and slash their opponents to bits.

Ben was turning into one alien after another and was using all of his aliens abilities at lethal levels of strength, right now he was Diamondhead and was impaling Incursean's left right and centre with his crystals, he then turned into Shocksquatch and fried another group of Incursean's with his electricity. He then turned and his eyes widened as he saw Ship go from it's normal armour form into a 50 foot tall slightly modified version of its Armour Form, which was then followed by a massive amount of weapons coming out from all over its body "well that's new" Shocksquatch said before Ship rapidly fired all of its weapons completely obliterating about 500 Incursean's "that's my boy" he was then shot in the back by an Incursean, with a frown he grabbed its head and fried it with his electricity.

Ester was now using her stretching abilities in ways she never thought were possible a month ago (normal time) she smirked at a group of Incursean's before she corked her mouth with her right thumb and bit into the joint (making a small hole in it) she then took a deep breath, making her body swell up like a balloon, before she blew all of the air into the hole which made her whole arm expand to about 20 times its original size she then moved the air in her now inflated bones to just her forearm and fist which was now about the size of a small Incursean space craft. "this'll be one punch you'll never forget" she said and she launched her arm forward with her upper arm extending, her fist caught a lot of Incursean's on it before it squashed them flat up against the side of the flag ship "eew toad guts" before swung her arm up and smashed it down on another group of Incursean's, crushing them.

Gwen, Kevin, Max, and Jimmy were shocked at what Ester had just done "Ben sure can pick'em huh?" Kevin said getting nods from the other's, forming his arms into blades again Kevin continued hacking and slashing the Incursean's to pieces while Gwen kept shooting beams of mana through their chests. Jimmy was surprisingly very skilled at using his rings and was combining their abilities very well though it was slightly unsettling at how vicious he was attacking the Incursean's, but that was mostly due to the fact he was so angry at them for what they had done, especially to his mum. Max and the rest of the plumbers were holding up very well though they hadn't taken out a fraction of what the others had due to their fire power not being as effective as most others.

Heatbat and his minions were easily taking out their opponents; Heatbat's minions hated the Incursean's as much as the next alien, so they were enjoying killing them, Heatbat on the other hand had one thing in mind, get back what was his. Even while he was joining in on the massacre he was also listening carefully for someone, soon he found the voice he was looking for and he flew through a window on the flag ship.

Ben, now as Kickin Hawk, was back to back with Kevin "man these guys just keep on coming" Kickin Hawk said

"tell me about it, hows about you give me some air time" Kevin said

"Four Arms" and in a flash he went from Kickin Hawk to Four Arms

"dude did you-"

"later, now arms out" Kevin stuck his bladed arms out to the side and formed a spear on top of his head Four Arms then picked him up and threw him at a mass of Incursean's slicing everyone in his path in half, Four Arms then turned around began punching and tearing the heads off of every Incursean in his path.

Soon the Incursean's massive numbers had dwindled all the way down to a measly 300 but even though the odds were completely against them they were still ready to fight "I'll give them points for enthusiasm that's for sure" Jián said now slightly winded, they were about to end it for good when as massive stream of fire burst out of the side of the flag ship and left a large burnt trail along the ground. Everyone watched as Heatbat flew out of the hole, Ben was about to make a remark when what could only be described as a giant feral looking dragon burst out of the side and screeched loudly before a massive stream of fire erupted from its mouth

"what da ell is dat ting!?" Dagger asked

"I have no idea" Ben replied, green laser's shot out of Heatbat's eyes but the lasers just ricochet off of the beasts armour-like hide. The creature was about to take a bite out of Heatbat (who could easily fit two of him in its mouth with ease) when it spotted the giant Ship, with a screech it charged right at it, crushing several Incursean's in its path before it leapt up and tackled Ship to the ground before it started attacking it.

Earlier

After Heatbat had busted into the flag ship, he flew through the halls using his super hearing to locate his intended target. Once he had found the room his target was in he busted down the door to reveal Dr. Psychobos just finish using his upgraded Mutant Ray on Attea, the four occupants in the room looked at the intruder "give me back my Mutant Ray and I won't fry you to a crisp" Heatbat threatened angrily

"oh so you want a repeat of what happened when I took it from you last time?" Dr. Psychobos stated as his dog (formally Khyber's dog) growled angrily at Heatbat "I've got to admire the ingenuity in this device of yours however, it's got great potential, we just used it to give Princess Attea here the DNA of a Tetramand and all of the abilities that go with it"

"I also have the DNA of a To'kustar and a Tundraian in me, like so" she then took a deep breath turned to the side and blew, freezing her dad solid she then walked over to him and with a simple flick he shattered like glass shocking the other occupants in the room "oh don't be so shocked, I was going to over throw him at the first chance I got which was just then, now because I don't want to dirty my hands taking out a weakling like you I'll let crab cakes' pet's new form take care of you"

"new form?" Heatbat questioned

"yes using my fabulous intellect I was able to fuse all of the predator DNA in the Nemetrix to make a new one of a kind Ultimate Predator, Zed why don't you show our guess the new predator I made" Dr. Psychobos said Zed then transformed into the new dragon-like creature he had made that was so big it tore apart several room's in the ship "I present to you Predator X" Predator X gave a screech and began attacking Heatbat.

Present

Ben and his allies were about to put an end to the remaining Incursean's when a glowing ball came out of nowhere and disintegrated all of the remaining Incursean's "well that just saved us a bit of trouble" Vilespa said

"oh I wouldn't be celebrating just yet if I were you, the real battle hasn't even started yet" Attea said as she floated down and landed on the edge of the crater she had just made and began walking over to them.

"uh Attea I hate to burst your bubble but you are officially the very last Incursean in existence" Ben said

"yeah I know but who cares, with my new strength and powers I'll rule the whole universe, so I don't need to have a race" she said as she stopped about 10 feet from them "now I want to test out my new power's so who's the strongest one here?" she asked

"that would be me" Vilespa stated as she stepped forward

"okay come at me at full strength"

"full strength huh? Alright give me a minute" Vilespa said and she started to power up. A strong wind began coming from Vilespa that knocked a lot of the weaker people down, they watched as her muscles became more defined and the wind got stronger "there we go full power" she said casually as she walked over to Attea, the ground rippled like water with every step she took until she was standing in front of Attea and in the blink of an eye her fist was now pressed up against Attea's face but to everyone's shock Attea didn't even flinch

"what was that?" she asked Vilespa began punching and kicking Attea as hard as she could but Attea was like a statue, Vilespa went to punch her in the face again only for Attea to catch it and keep it firmly in place...between her thumb and index finger "ether the stories about the Space Demon's are completely overrated or having the combined strength and abilities of a Tetramand, a Vaxasaurian, a Gimlinopithecus, a To'kustar, and a Tundraian has just made me that much stronger, what do you think?" she said before she shocked Vilespa, when she stopped she let go of Vilespa's arm and smirked Attea began punching and kicking Vilespa at the same speed as she had to her only her results were much different than Vilespa's. Attea was beating the living snot out of Vilespa, Attea's attacks were so fast and brutal that Vilespa couldn't even block, the Space Demon's for the first time in a long time actually felt nervous, if someone could do this kind of thing to Vilespa while she was at 100% there was no way that they would even stand a chance against them. with one final blow Vilespa skidded face first along the blood and gut covered ground before coming to a stop at Ben's feet, Ben watch as Vilespa's muscles shrank until she looked normal, he then rolled her over and checked for a pulse, thankfully she had one

"Moshu teleport my Grandpa, the plumbers, Heatbat's minions, Vilespa, and Snips to the place I'm currently thinking of" Ben said and in a flash said people had been teleported to the medical bay of Plumber HQ.

"good tinking der lad" Dagger said "I heard what you said, why did you teleport them away but kept all of these weaklings here" Attea asked

"I couldn't keep them away even if I tried, I'll fight you now Attea, I want the rest of you to help Ship" gesturing to the two battling titan's

"are you sure Ben? we could fuse together again" Gwen said

"we'll use that as a last resort but right now I've got one alien that'll hopefully be a match for her" Ben said confidently and he walked forward before saying "Ultimate Frostbite" and instead of the normal flash Ben was engulfed in a swirling green and blue dome for a few seconds, when it disappeared standing in Ben's place was the Ultimate form of a Tundraian, all of his muscles were bulked up and well define, the horns on his head and the lines on his arms, legs and tail were now gone, his skin was now metallic blue, the forearm and shin guards were now fused to his skin as well as the same colour, the blue swirling sections on his shoulders were now gone, and the Omnitrix symbol was now in the place on his abdomen that had previously been another swirling blue section.

Attea looked at Ultimate Frostbite up and down "not bad, but do you think you stand a chance against me, when the second strongest being in the universe was tossed around like a ragdoll as you would say" Attea said, Ultimate Frostbite disappeared and reappeared with his fist now pressed firmly against her face. Attea was then lifted off of her feet and flew back a bit before she stopped herself, she growled angrily before she felt something run down her face, wiping her nose she saw that she now had blood on her glove, with a scowl now on her face she looked at Ultimate Frostbite only to be punched across the face by him and she went up into the air, he then followed her and grabbed her by her left arm and leg and brought her down on his knee and then sent her crashing into the ground with a sledgehammer to the stomach. Ben took note that all of the blood and gore was now gone from the ground, he assumed Moshu had taken care of that, he also saw that the other's were now trying to beat the beast that was attacking Ship.

An explosion happened beneath him and Attea flew straight up, she was not a happy camper "not bad monkey, but with my strength and abilities you're gonna need to try a lot harder than that" she said and she began rapidly firing energy blasts at Ultimate Frostbite engulfing him in a sphere of energy which detonated in a large fiery explosion Attea panted a bit as she looked at the cloud of black smoke but her face got a look of shock on it as the smoke cleared to reveal Ultimate Frostbite didn't have a scratch on him

"interesting, I'm assuming that it's the To'kustar DNA in you that has given you the ability to use energy attacks?"

"yes that's right" she said while regaining her composure "of which I'm going to use to eliminate you, your friends, and then this entire orbiting mud ball" Ultimate Frostbite raised his hand aiming it at Attea

"I won't let you" he said he then pumped his palm forward a bit and Attea was sent spiralling back through the air uncontrollably until she managed to stop herself.

"What the hell was that?!" she exclaimed not knowing that Ultimate Frostbite had just used his immense strength to make the air in front of her to force her back, he then flew at her and elbowed her in the face sending her back he then followed it up with an uppercut and then headbutted her in the back as she flipped over. Attea recovered from the assault and began punching and kicking him but he blocked every hit with ease with one final hit the two separated 'I don't believe it how could he possibly be this strong, I have the strength and powers of all of his strongest aliens combined so how could he possibly be stronger than me being just a single alien, unless... yes that can be the only way to explain it, he must be in the perfect stage of a Tundraian' "I just figured out how you're so much stronger than I currently am, it's because you're currently in the perfect stage of a Tundraian"

"I am greatly aware that Tundraians have the ability to change into different stages in order to gain or regress power however I am currently beyond the stage of a Perfect Tundraian, hence why my power is so much greater than yours"

"well then if you know so much about Tundraians then you know that they're capable of increasing their strength dramatically, from what I can tell I'm currently at 30% of my full power, allow me to power up and I'll give you a fight you'll never forget" 'and you'll never leave from alive'

"I take it you've had Tundraian DNA in you for a while now seeing as how you know so much about them"

"indeed in have"

"and why should I let you power up to your maximum?"

"you're a human and from what I've seen besides fleeing at the first bang you hear you're also a very curious species, so I bet right now you're just dying to know what I'm truly capable of" what Ultimate Frostbite didn't know was that while Attea had been talking she had been secretly powering up right now she was at 75% of her full power.

"while that may be true for most cases I've learned never to let the bad guy gain the upper hand so I'm not going to give you that chance"

"oh yeah well I've got news for ya monkey boy" Attea's muscles started to expand "during that little chat I was secretly powering up... 90% (her muscles kept expanding making her sleeves and pants tear) 95% (sparks flew around her) 100%!" an explosion of energy erupted from her body and knocked or pushed back everything within a mile radius from where she was. Ultimate Frostbite smirked

"so this is you at your full power huh? I'm not impressed"

"you will be when you're dead, JUST LIKE YOUR FRIENDS!" and she fired a large energy ball at the others who were still fighting Predator X. Ultimate Frostbite watched as his friends family and allies disappeared in a huge fiery explosion, when the smoke cleared all they could see was a huge smoking crater "all gone, awe don't be so glum, you'll be seeing them again real soon" and in an instant she punched Ultimate Frostbite in the stomach making him double over, she then grabbed his head and smashed his face on her knee sending him up in the air she then appeared above him and kneed him in the back before she flipped over him and began rapidly punching and kicking him so fast and hard that he didn't have a chance to so much as block, she then grabbed him under the arms and threw him down to the ground he recovered at the last second and landed in a crouching position before she kicked him into the ground and pushed off. Ultimate Frostbite quickly got back up and flew at Attea only for her to disappear, she reappeared a moment later in front of him and elbowed him in the face followed by a windmill kick to the head and she began punching and kicking him again. Attea finished the barrage of punches and kicks with a double palm thrust to the chest sending him flying back, when he managed stop he looked a head and saw Attea was now gone

'amazing, at 100% in a Tundraian's base stage and the combined strength of my strongest aliens, she is out matching me...hopefully she hasn't had a lot of training with her 100% power otherwise I'm probably screwed' Ultimate Frostbite thought before Attea kneed him in the back and sent him crashing to the ground.

Attea landed next to him and kicked him hard in the side making him skid along it before she flew up and came down stomping his head into the ground, Ultimate Frostbite quickly got up avoiding another stomp in the process, and managed to catch both of Attea's hands as she went to punch him again. He was greatly struggling to hold her in place "get your hands off of me you damn dirty ape"

"make me you slimy green toad" and he began trying to crush her arms, she then swung her arms out to the sides, making him lose his grip on her arms and she kneed him in the stomach making him double over.

"You know if you surrender now I'll make your death as painless as possible"

"don't count me out just yet Attea (straightens up) because this fight is far from over"

"we'll see" she then disappeared and reappeared behind him, she went to give him a power punch to the back but he dodged her attack at the last second and trapped her arm under his before he headbutted her he then grabbed her arm and spun her around like a top before hurling her to the ground. She managed to stop herself only to be kicked in the face by both of Ultimate Frostbite's feet, he then fired an energy blast which carried her down, crashing her into the ground, and then detonating making a large explosion

"ether my theory is correct or that was just a complete fluke, in any case it's a good thing I can use energy attacks as an evolved Tundraian" Attea burst out of the ground and flew up until they were eye to eye, her clothes were now torn even more and she now had a few cuts here and there

"that was the only attack you will ever make on me" she said raising her fist she was about to attack him when she was engulfed in a massive stream of fire when it stopped a lot of her clothes had now been burnt off and she now had some first degree burns on her body looking down they both saw a badly hurt but still very much alive Predator X "I gotta admit that thing is very durable" she said before it flew up straight at her she managed to dodge it but was hit hard in the side it then turned around in the air and flew straight back at her by the time she recovered from the tail whip it clamped its huge jaw on her so her waist down was in its mouth as its razor sharp teeth pierced her skin, she punched it in the head making it let go of her and plummet to the ground where it crashed in a heap on the ground now unconscious, during the scuffle Ultimate Frostbite had been whipped across the chest by Predator X's tail which had left a long bleeding cut "this time I'll make sure you stay down for good!" she shouted angrily and she fired a massive energy ball straight down at the beast that completely obliterated it on impact "I don't know how that thing survived my first attack but at least its dead now" hearing that brought a fresh wave of anger to Ultimate Frostbite as he remembered she had completely obliterated everyone he then shot forward and punched her in the side of the face knocking two teeth out, he then repeatedly punched her in her new wounds getting his hands covered in her blood, but he didn't care he then grabbed the sides of her head and headbutted her three times before she punched him in the chest separating them.

"looks like you're currently eating your words huh Attea?" she knew what he was talking about and she flew at him, the two now appeared to be evenly matched as opposed to Attea being the dominant one in the fight. Standing on the flag ship Heatbat was observing the fight between the two, after he had recovered from Predator X's attack he had reclaimed his Mutant Ray and taken it back to his lair before flying back to observe the fight

"watching a fight like this makes me want to stop being a criminal, knowing that Tennyson could kill me with a flick of his wrist" he continued observing the fight and started to notice something "Tennyson is starting to gain the upper hand ether he's getting stronger or she's getting weaker ether way the scales are defiantly tipping in his favour...maybe I should inform him that those friends of his are still alive...nah let him beat the crap out of her first" he said and he continued watching the fight.

Attea was now holding Ultimate Frostbite by the leg and constantly slamming him to the ground or into the flag ship she then hurled him up into the air before appearing above him and kicking him down into the ground but he quickly recovered and got back to his feet. They both disappeared and loud booms were heard all around followed by flashes of light, the two were now moving so fast that only someone of equal strength to them would be able to see them. the two finally appeared on the ground with Ultimate Frostbite now holding Attea's left arm while his free arm was now firmly pressed into her stomach, Attea coughed out blood before she gave him an upper cut she then went to kick him in the stomach but he blocked it and pushed her back as she stumbled his arm became covered in ice which formed into a barrel sized fist and he smashed her into the ground with it, the ice shattered on impact due to the force of the hit, a blade of ice formed around his other arm and he swung it at her only for her to counter it with her own ice blade the two slashed at each other but all they managed to do was make small cuts on each other with one final swing the two blades shattered on impact with each other the two leapt back several feet from each other before they blew and made a thick wall of ice between them.

Attea burst through the ice wall and punched Ultimate Frostbite in the stomach, he responded by grabbing her head and encasing it in ice before he smashed it on his knee making the ice shatter and he kicked her hard in the stomach. "Ice may be good in a lot of cases but energy attacks deal a lot more damage" Attea recovered and shot at Ultimate Frostbite before wrapping her arms around his torso

"so is electricity!" she shouted and using her Gimlinopithecus DNA she sent a thousand volts of electricity coursing through his body he growled in pain before he began repeatedly kneeing her in the stomach making her stop shocking him and he sent her straight to the ground. Then to Ultimate Frostbite's shock she started to get bigger and bigger until she was about 50ft tall he assumed that it was the Vaxasaurian DNA in her "now I'm going to crush you like the lizard you are" and she tried to stomp on him but he easily dodged, thanks to his incredible speed all of her attacks had missed him. "stay still so I can squash you"

"yeah like that's gonna happen" he said he then saw an opening and flew in he the stuck his hand out and ploughed it into one of the gashes Predator X's teeth had made earlier before he unleashed an energy blast that tore a large hole right through her.

Ultimate Frostbite removed his hand and flew away as Attea fell to her hands and knees with one hand on the hole as she reverted back to her normal size, she stood back up and looked at her new wound the front still looked the same but she now had a finger sized hole on her back which made her very angry "see when you're giant you just make yourself a bigger target" he said as he landed in front of her

"you no good dirty monkey!"

"toad face" she shot forward and began pummelling him all around the area until they were back up in the air. She swung her leg out at him but he caught it and twisted it making her cry out in pain, she then kicked him in the face with her other foot making him let go of her leg, she then planted her knee into his stomach and forced him down until they crashed into the ground she then got off of him and smirked "and down the great Ben Tennyson goes"

"you think so huh (he then sat up) you're gonna have to try harder than that to beat me"

"but how you should be crippled from an impact like that...unless you've been getting stronger throughout this whole fight"

"that's one way to look at it" the two began to fight again only it was clear that Ultimate Frostbite was the dominant one in this fight right now Attea now could hardly lay a hand on him and every time she did manage to land a blow it had little effect on him.

With one final punch Attea and Ultimate Frostbite separated from each other, Attea was now panting as she locked eyes with him before regaining her composure "you're nothing but a monkey with a fancy watch"

"I'd rather be a monkey than a slimy toad like you"

"why you little!" she then pushed off and disappeared before she began delivering one savage blow after another until with a final kick to the back Ultimate Frostbite was now face down on the ground

'that didn't hurt nearly as much as it would have before, this fight is starting to draw to a close' he thought as he lay on the ground and started to get back up once he was back on his feet he saw Attea flying at him, he managed to dodge her hit and countered with a powerful burning punch to the stomach. The blow not only stopped her in her tracks and brought her to her knees, it also left a horrific burning sensation in the spot where he had hit her "that was a punch so cold it burned"

"you, you" she didn't get to finish as she was given a burning kick to the head receiving the same burning effect before she skidded face first along the ground, he then reappeared in her path and with another burning kick sending her up in the air.

He continued giving her burning punches and kicks so fast that she couldn't even block Ultimate Frostbite's attacks, with a final kick he sent her ploughing through the flag ship and crashing into the ground on the other side. As Ultimate Frostbite floated down he noticed Heatbat on top of the flag ship on the edge of it, he then landed next to him "I take it you enjoyed the show"

"yes thoroughly, I take it you're going to finish it now?"

"Yes I am"

"oh and I just thought I should let you know you friends are still alive"

"what!?"

"If I had to guess I assume they teleported away at the very last second"

"how do you know that they're alive?"

"my ears aren't just for show, I can hear them besides how else would I have known you had returned to Earth"

"thank you for this information" he then floated down as Attea started to slowly and painfully get back up. once she was back on her feet she saw Ultimate Frostbite standing just a few meters from her the two locked eyes "it's over Attea, you've lost"

"what!? What do you mean I've lost!?"

"your strength is now decreasing with every blow I make to you now, add to the fact that your strength has diminished greatly since we started to the point where it was like you fighting Vilespa only now the rolls have switched" Attea grit her teeth together angrily as she tried to not be blinded by her rage "I'm currently strong enough to kill you with one blow...but I'm not" that surprised both Attea and Heatbat "death is the easy way out for you now, I'd prefer to let you suffer knowing that you now have nothing not even a title for yourself"

'how dare that scum pile talk to me like this' she thought to herself

"I'm giving you two options Attea leave this planet and never return or I take you into custody where you'll rot in a cell for the rest of your miserable existence"

"you'd let me go, just like that even after I killed all of those people"

"yes, it would ease my conscience knowing I spared one Incursean"

"fine I'll leave" she growled out "good" he then touched his Omnitrix and in a flash he turned back into Ben revealing that even he had taken some damage due to the cuts and torn clothes "I'm tired of fighting, I'm going home"

"I'll leave" she then formed a large flat disk made of ice "right after I kill you!" and she hurled the disk at him, Ben's eyes widened as the disk shot past him and split his cheek open Ben turned around and saw the disk hovering in the air behind him turning back to Attea, he saw she now had her hand extended out before clenching it into a fist.

"you bitch, I gave you one last chance to live, looks like I actually will have to kill you after all, Ultimate Frostbite" he said before he turned back into said alien he then began flying around as the disk started following him.

Attea was greatly enjoying herself as she made the disk constantly follow Ultimate Frostbite "round and round the monkey goes if he should stop then off with his nose" she said gleefully. Heatbat watched as Ultimate Frostbite began flying straight at her, realising what he was planning on doing he decided to help out he charged the lasers in his eyes to the max and fired them, just as Ultimate Frostbite flew up Heatbat's lasers struck the ground in front of her making a large cloud of dust, seeing her ice disk she jumped up and just barely managed to avoid being cut by it turning her head in the direction the beam had come she spotted Heatbat 'I thought that over grown lizard killed him, well looks like I'll-' her thoughts were interrupted as Ultimate Frostbite smashed a gigantic ice mallet on her sending her crashing to the ground, he then formed a massive chunk of ice in front of him and then let it fall. Attea was just starting to get up when the huge chunk of ice landed on top of her, he then looked at Heatbat and gave a small smile along with a nod acknowledging that he had helped out earlier, the ice then split in half and Attea flew up until she was eye level with Ultimate Frostbite she then flew forward and threw several punches and kicks but he dodged them easily, he then disappeared and before she knew what happened he now had both of her arms pinned behind her back with one hand

"I'm gonna do something to you that I'm sure your dad never did"

"and what prey tell would that be" in one quick motion he now had her over his knee and began spanking her. Heatbat having learnt a bit about humans and disciplinary actions burst out laughing at this and for some reason his super hearing picked up a lot of people laughing as well. Ultimate Frostbite then let go of her and moved his knee before giving her a sledgehammer hit to the back, she saw the ground fast approaching and managed to recover at the last second and landed in a kneeling position "it's time to put that monkey down for" she said as she stood back up

"hey look out behind you!"

"oh right as if I'm stupid enough fall-gah!" her now out of control ice disk sliced her clean in half and cut most of her left arm off as well so she now looked like Ben after he had been blasted by Malware only her head was fully intact.

Both Ultimate Frostbite and Heatbat were shocked by this turn of events and were now looking at the sliced up Attea, both landed on the ground in front of her and looked down "I tried to save you Attea but you wouldn't let me, now thanks to your arrogance you caused your own defeat" he then touched his Omnitrix again and he turned back into Ben again "it's a shame your life had to end in such a miserable way" he said before to his surprise Attea began to move she first propped herself up using her remaining arm and then floated up until she was eye level with him "okay honestly I was not expecting that"

"so monkey boy what is your next course of action with me now"

"well as long as you don't try to attack me again I'll give you the option to leave and never return (he looked her up and down) and given your current condition you're in you'd be stupid not to take me up on the offer"

Attea looked at the damaged flag ship and then back to Ben "fine" she muttered and she flew up and through one of the broken control room windows and started the ship up thankfully for her the only thing not damaged on the ship was the engine.

Ben and Heatbat watched as the ship rose up into the air, it then shot straight up into the sky and out of sight "if I may ask why did you let her go?" Heatbat asked

"she just looked too pathetic to kill" Ben replied "by the way thanks for the help with the ice disk earlier"

"eh I just wanted to see her dead" he said before he melted the oncoming disk with a powerful flamethrower

"nice, you said everyone was alive right?"

"yes"

"alright then, see ya" and in an instant he disappeared leaving a surprised Heatbat.

Ben reappeared in Plumber HQ medical ward where everyone was standing around a giant crystal ball that now showed the battle field "phew that's a relief" he said making everyone look at him

"Ben that was incredible!" Gwen said

"heh heh thanks, so I take it that Moshu was the one who teleported you all here!"

"yeah he did"

"I'm still surprised that that beast survived an attack of that magnitude" Moshu stated

"so Tennyson I've gotta know how did you unlock the master control" Kevin asked

"it took me two years to figure it out but I finally managed to unlock it"

"2 years?"

"yeah Ester and I were in a training bubble which in there three years equals to 1 day out here, plus while you're in there you don't age, and you don't need to eat or sleep"

"wait so you and Ester were training for the equivalent of 90 years?" Gwen asked

"yep"

"and you two didn't have a fight or anything"

"oh we had tonnes of fights but we always made up and now I think were closer than ever"

as they talked Max's heart almost stopped as he saw the tattoo on Ben's arm he managed to regain his composure and turned to the Space Demon's "Space Demon's, for helping save Earth from the Incursean's you are free to go (Turns to Heatbat's minions) same with you lot as well" Ben smiled at that

"well then, I say that we should celebrate the wiping out of the Incursean's" Dagger said getting grins and smirks from nearly everyone

"sounds like a plan" Jián said

"you coming you lot" Dagger said while looking at Max and the Plumbers

"no"

"well suit yourself, off we go Moshu" and in a flash they disappeared

"Ben we need to..." he trailed off as he saw that only he and the Plumbers (minus Blukic and Driba) were still there, this made him mad but he currently had more important things to do.

Meanwhile

Back at the battle field Heatbat was looking up into the sky where the flag ship had flown off "he may have let her go, but thanks to me she's not going to be leaving this solar system alive" he said to himself and he flew off.

On the flagship

Attea was starting to feel lightheaded as she made her way to the medical bay on the ship, the only reason she was still alive at this point was due to the fact she had so many different types of alien DNA within her now. Just as she reached the medical bay door alarms began blaring "warning nuclear fusion reactor has reached critical mass, melt down immanent"

"oh fri-" and in a flash of light the flag ship was reduced to shrapnel.

Later

The celebration was still in full swing, once Kevin had noticed the tattoo on Ben's arm he was given a multitude of questions but after some explaining they all thought it was pretty noble what he did. Jimmy pulled a Ben and had gotten drunk on Grats and was right now trying to balance on an empty barrel, Ben had found out how Jimmy became a member of Gwen's team and had felt terrible knowing that it was highly likely that his mum would still be alive if he hadn't have bought that armour ring for him, he was now outside transformed into Alien X, unfortunately he was having a lot of trouble...

Inside Alien X

"what do you mean you won't revive anyone the Incursean's killed?!" Ben exclaimed

"it's what we said kid, we're sick of agreeing to anything you propose (looks at Serena) I propose that Ben Tennyson is to never be able to use Alien X ever again" Bellicus said Serena looked at Ben and then to Bellicus

"seconded"

"motion carried"

Back outside

In a flash Ben was now back outside The Devil's Cross "those scum bags" he said barely able to control his temper, he then took a deep breath and exhaled "poor Jimmy such a great kid to be made an orphan in an instant" He had found out that Jimmy's mum had been an unadopted orphan and his biological scum bag father hadn't wanted anything to do with him since before he was born, he was about to head back inside when an idea popped into his head and he began to make a call.

2 days later

For the past 2 days Jimmy had been staying at Ben Tennyson's house due to it not being safe for him to be living on his own, today Ben, Rook, and Ship were helping Jimmy pack up his things due to Ben finding someone who was more than happy to take Jimmy in, and if Jimmy wanted to, be adopted by them. Jimmy was sad that he was leaving his home and was having memories of him and his mum but he also fully trusted that whatever choice Ben had made, Ben had been teleporting back and forth between the apartment and Jimmy's new home. During his time training Ben had been able to incorporate the teleporter into his head so now he could teleport anywhere he wanted in an instant with a mere thought. Once all of Jimmy's stuff was gone they had decided to give the rest of the furniture and stuff to Good Will which would be done at a later date.

"So Jimmy are you ready to see your new home?" Ben asked

"yes Mr. Tennyson" Jimmy replied Ben then grabbed Jimmy's hand, Ship jumped up on Ben's shoulder and Rook grabbed onto his vest and in an instant they were standing in front of the house "um Mr. Tennyson this is your house" Jimmy said

"yeah I know" Ben said with a smile

Jimmy's eyes widened as he realised what was going on "you mean..."

"yep welcome to your new home Jimmy...or would you like me to call you little brother instead?" Jimmy was so speechless all he could do was hug Ben who hugged him back "come on lets go fix up your new room" Ben said and he Jimmy and Ship headed inside while Rook followed.


	7. Training 101

Training 101

A week had passed since the Incursean's defeat and Ben's ears were still ringing from the conversation he had had with his Grandpa about him becoming a Space Demon, during the conversation he had been held at gun point by a group of Plumber's just encase but after he explained his reasoning as to why he joined the Space Demon's he was both let off the hook and considered even more of a hero amongst the Plumber's. A side from that and moving onto a better note, Ben was greatly enjoying having a little brother and Jimmy was ecstatic at having his idol as an older brother, it did disturb Ben a bit at how quickly Jimmy had become adjusted to being in a new family, it was like he had just forgotten about his original mum completely. Ben was now taking Jimmy, with the permission of Max, on one of the patrols he did with Rook they had surprisingly encountered a lot of criminal activity during their patrol that was also surprisingly mainly human's being the source of the problem.

After several hours they stopped for a bite to eat, as they ate Rook decided to raise a question "forgive me if I am being too personal, but about 4 days ago I heard a lot of yelling coming from a room you Magister Tennyson and a group of Plumber's went into may I ask what it was about?" Rook asked

Ben gave a sigh "it's because of this" he said and he showed Rook and Jimmy his tattoo.

Rook's eyes widened and his mouth dropped "I didn't know you had a tattoo?" Jimmy said

"yeah this is a special tattoo that only a certain group of people are allowed to have"

"cool"

"no Jimmy it is very not cool" Rook said as he regained his composure before turning his attention back to Ben "Ben may I ask why you joined the Space Demon's" he asked calmly, Ben then explained what had happened. When he was done Jimmy and Rook were now more than impressed "to do such a thing to save your planet is a truly noble thing to do" Rook said

"yeah that is really cool Ben" Jimmy added

"thanks guys"

"well onto a different topic I haven't seen or heard from Ester in a few days" Rook said

"well Grandpa Max signed her up for basic training at the Plumber Academy, once she completes that she'll be a full fledged Plumber, she will get skipped a head due to her help in the Incursean War"

"I wonder how she's doing?" Jimmy questioned

"don't know but knowing her two things are going to happen, 1. She'll pass with flying colours or 2. She'll be kicked out" Ben replied and they all laughed.

Meanwhile

Ester had finally arrived at the new Plumber Academy on the other side of the galaxy, due to the old one being destroyed by the Vreedle Brothers. For the first time in ages she actually felt nervous due to the fact that she was so far away from home and didn't know anyone, but she put on a brave face and began trying to find her room. As she walked around looking from left to right she bumped into someone "oops sorry" she said

"eyes forward larval dipteroid" the person she had bumped into said

"gees, I said I was sorry, no need to be rude"

"are you giving me attitude?"

"are you giving ME attitude"

his eyes narrowed "I'm senior cadet Brannigan, commander of Alpha squad and you'd better watch that tongue of yours" he said

Ester rolled her eyes "alright then _commander_ , if you're so great then you can tell me where this barrack is" she said and she showed him the piece of paper.

Brannigan looked at the piece of paper and his eyes widened "oh dear god, she has HER barrack" he said

"are you serious!?" one of the guys said who was with him asked and they all looked at the paper before looking at her Ester

"if you can stand more than two days with her you will have my respect" Brannigan said before he pointed down the hall "keep going down this hall turn left and on the right hand side it'll be the odd coloured door"

"uh thanks" she replied and walked off while just faintly hearing "I bet she won't last 2 minutes".

It was an odd coloured door that's for sure it had vertical rainbow lines on it "okay then" she said while raising an eyebrow when she opened it she was immediately hit by a very sweet smell, it was like she had walked into a candy store. As she looked around she saw the walls, the floor, the ceiling, and the beds were all different colours, at the back of the room she saw a figure who looked similar to Vilespa (only minus the horns and lizard like features and having her candy covered red liquorice hair done up in 4 braids that stuck up and arched out to the side) licking the walls "uh hello?" Ester said as she walked in

the girl stopped licking but still had her green tongue pressed on the mostly green wall "oh I" she said before she took one big step back while turning at the same time, swaying back and forth as if she didn't have any bones, looking at her lean limbs and body add to her perfectly round head and she looked like a lollipop, she then pushed her tongue back into her mouth and gave Ester a huge toothy grin showing her rainbow coloured teeth.

The girl zipped over to Ester and stuck her hand out "hi I'm Goo, what's your name?"

"Ester...so your names Goo"

"yeah it's really short for Goofilledgumdrop, but everyone just calls me Goo, I guess its cause Goo is a lot shorter than Goofilledgumdrop because people don't really have a lot of time to say my full first name, and I don't blame them because my first name sort of sounds like a sentence more than an actual name cause on my home planet everybody has names like that" Esters left eye twitched a bit at her new really fast talking roommate, but what was really disturbing her at the moment was that despite Goo's head being perfectly round when she opened and closed her mouth there was absolutely no movement to indicate a jaw "well what are you waiting for come in come in pick a bunk any bunk except for the pink one the pink one's mine, its funny that no one else has wanted to stay in these quarters with me, its kinda like these are my own personal quarters that's why I like to constantly change the colours of this room using my tongue which acts like a paint brush that I can change colours all the time" she then stuck her tongue out and made it change a multitude of colours before she sucked it back in Ester walked in and dumped her bag on a green bed. "Ooo you chose the green bed, is there any reason you chose green, is green your favourite colour my favourite colour is pink though I guess rainbow would be my second favourite colour seeing as how I like so many colours that's why nearly everything is a different colour-"

"Cadet Lollipop!" they both looked at the man, who Ester guessed was Magister Hulka, now standing in the doorway "what have I told you about decorating your barracks!" he said

"oh I know that you told me that I shouldn't do it but I thought to myself-"

"I don't care!" he then looked at Ester "if you have any problems here just let me know"

"affirmative sir" Ester said and saluted

the man nodded "the record is 1 day" he said before he left.

Ester had a slight idea what he was talking about turning around she found her nose now just pressing up against Goo's "okay let's just get one thing straight if we're gonna be staying in the same barrack" she then put her index finger on Goo's chest and pushed her back until her arm was out straight "this is my personal space okay?"

"oh sorry about that I should have realised that you need your personal space because everyone needs their personal space just like me, I like to have my personal space but I'm perfectly okay when people enter it..."

'it's going to be a long month' Ester thought to herself

The Next Day

Ester, Goo and several other new cadet's were now at the firing range listening to Magister Hulka "this is a top-of-the-line Mark 12 Techadorian Multiblaster. It is capable of delivering a maximum energy burst of three petawatts. You will learn to assemble it blindfolded with one hand behind your back. And once again Cadet Lollipop I do not mean that literally! You will keep it cleaned and maintained. Used properly, it will save your life and the lives of those you've sworn to protect. A plumber's blaster is his best and only friend. Now put your friend back to-" "done" "gether again" Magister Hulka droned out before he walked off.

Goo watched her barrack mate put her blaster together in seconds "oh my gosh, oh my gosh, you're so fast at putting that together, I remember when I first took this class it took me ages and ages and ages to put it back together, and even when I did put it back together I did it the wrong way and it blew up in my hands, good thing I have the ability to regenerate otherwise I wouldn't have any hands and I wouldn't make much of a Plumber if I didn't have any hands"

"wait how long have you been here?" Ester asked

"I've been here for 2 years now, every time I finish here my parents immediately sign me up for something else here I've completed every single course here 3 times in both basic and advanced, I don't know why my parents keep doing that, I guess it's probably because they want me to be the best Plumber there is" she replied

'I can think of another reason' Ester thought.

Soon they were all firing their weapons at targets Ester was making perfect shots on her target, hitting the spots dead centre. The other's did fairly well, but Goo on the other hand wasn't even aiming for the targets she was more interested in making a smiley face on the target "Cadet Lollipop! stop playing with your target and shoot it!" "fine" she then put her blaster over her shoulder and fired multiple rounds. Not only did she hit her target she also hit the missed targets that the other Cadets didn't hit leaving everyone minus Magister Hulka shocked

"wow she's got amazing aim" one of the cadets said with the other's agreeing.

Later

It was now lunch time and everyone had gathered in the mess hall, Ester and Goo were the only ones sitting at a table that was in the far corner of the hall. Even while she was eating Goo was still talking, even choking a few times in the process but she still kept talking and eating until Ester finally had enough and she slapped her hand over Goo's mouth making her stop talking "now I'm going to take my hand off of your mouth and when I do I want you to only talk after you've finished your lunch, understand"

"mmhmm" Ester then took her hand off of Goo's mouth and the two ate in silence, shocking everyone in the mess hall. Throughout the whole time anyone had known Goo, that was the first time anyone other than Magister Hulka had gotten her to be quiet.

Once Goo had finished her lunch Ester saw she started to open her mouth to speak 'hear it comes' "do you want something sweet?"

"uh sure"

Goo then plucked her four candy covered braids off of her head and gave them to Ester before 4 new braids grew out "try them they're good"

"um no thanks I just lost my appetite"

"suit yourself" Goo then rolled the braids into a large ball and tossed it into her mouth, her lips moved to indicate that she was chewing before she swallowed it. "you know a lot of people ask me why I eat parts of myself but I just tell them that it doesn't hurt, I taste great, and I can regenerate, nearly everyone I know thinks it's gross when I do it but it doesn't bother me in the slightest, I bet if everyone could regenerate and tasted good they would eat themselves as well, I also find it weird that that I'm totally immune to heat and cold and yet my body melts when its eaten which is really confusing" before she could say anymore Ester got up and put her hand over Goo's mouth and then dragged her out of the mess hall, much to a lot of peoples relief.

Ester and Goo were back in their barracks with the former now really on edge, Goo was going on and on constantly changing from one subject to another which was making Ester get closer and closer to breaking, until... "WILL YOU SHUT UP! do you know why you're always here in this barrack by yourself, it's because nobody can stand you! You're annoying, you're weird, and you talk too much! Everyone here makes bets to see how long people can stand being in the same room with you, they constantly make fun of you, no one wants to be friends with you because you're absolutely crazy, and I'm pretty sure to only reason your parents keep putting you through every class here is because they can't stand you ether!" Ester shouted at her.

Goo went silent before she hung her head and headed out of the room, not even noticing that she had almost bumped into Magister Hulka on her way out, Hulka looked at Ester "quite the speech you gave her" he said

"you heard that huh?"

"yes I did, Cadet Flare do you know why she has been here so long?"

"no, sir"

"it's because her parents were making her take every single class so she can become the best she can be"

"wait were? What do you mean?"

"*sigh* her parents only wanted her to take every class in both basic and advanced once but unfortunately her home planet was destroyed in a freak asteroid collision, after doing a thorough check it turns out that she's the only pure Tekmarion left in the universe, it's hard enough to tell someone like her that her parents are dead let alone informing her that she's the very last of her kind"

Ester now felt sick to her stomach at what she had done "I take it she doesn't know?"

"no she doesn't, I haven't told her yet because I don't know how she will react, as you know she is really unpredictable and I fear for everyone here if she had a fit of sadness or rage. She may not look like it but she's the deadliest thing in this academy at the moment, that's why I've put her through all of the classes twice so she'll be able to take the news better"

"I'm going to go find her"

"see that you do" he said and she left.

After searching for about an hour she was close to giving up, she looked out the nearest portal and her eyes almost popped out of her head as she saw Goo sitting outside, in space "ether she's trying to kill herself or she can breathe in space" seeing her chest expand and contract she realised that it was the latter she grabbed a helmet and headed to the closest airlock.

Due to her ability to breathe in space Goo had decided to go out and think about what Ester had said, now that she actually thought it over she realised that everything she said was true 'maybe I should just leave here and find another planet to live on' she thought to herself before a helmet was shoved on her head

"mind if I join you" Ester said as she sat down next to Goo

"sure" she replied with a small smile. The two sat in silence before Ester broke it "Goo, I'm sorry about the things I said earlier"

"no its okay Ester, your right I am annoying, weird, and I talk too much"

"look Goo I'm really sorry for all of those things I said, you're not weird, you're just care free and it's who you are. You're actually very creative and try to put a positive on nearly everything"

"do you think the reason I've been here so long is because my parents don't want me?" she asked

Ester took a deep breath and sighed "Goo about that I found that you're ho-oly crap!" Goo turned her head and her eyes widened as they saw the mother of all asteroids headed straight towards them. Defensive lasers on the academy opened up and began firing at it but the blasts had absolutely no effect, a force field went over the academy leaving Ester and Goo on the outside

"shields not going to work, that asteroid is going to smash this place to bits" Goo said as it rapidly approached

"Goo if you have any abilities whatsoever use them, I'll do what I can" Ester said before she sucked in every scrap of air in her suit making the midsection of her suit burst open as her torso rounded out she then tore off the rest of her suit before corking her mouth with her thumb and making a hole in it, she then blew nearly all of the air in her over inflated lungs into her arm making it expand to humongous proportions, she reared the arm back and launched it forward. her large arm struck the asteroid with such force that it slowed the asteroids speed by ¾'s. Retracting her arm she divided the air equally into both arms and began pulverising the asteroid turning it into space dust, snapping out of her shock Goo responded by firing beams from all of her fingers turning the car sized chunks of rock that got past Ester's fists of fury into blobs of jelly which splattered on the outside of the academy, the two kept it up until finally the asteroid was no more. Ester finally retracted her arms and released all of the air in her body 'shit' she thought as she realised that she was now no longer able to breathe, she could see Goo's lips moving but she couldn't hear a thing, she saw Goo stop and get a look of shock on her face 'she must have realised by now that I can't breathe' she thought before she was lifted off her feet by Goo and rushed over to the hatch where they had both come out unfortunately due to the shields still being up she was unable to open the hatch.

Ester was now starting to feel light headed due to the lack of oxygen, Goo saw that Ester was quickly running out of time and was racking her cotton candy brain to try and figure out what to do, her eyes then widened and she slapped her helmet before zapping Ester's underwear (due to that being the only thing she was wearing at the moment) turning it into a plumber suit complete with a helmet and oxygen Ester took a deep breath as oxygen filled her lungs again she then began coughing and spluttering "Ester are you okay!" Goo asked

"yeah *cough* thanks a mill *cough**splutter* for saving me"

"of course, you're my barrack mate"

"wanna be friends instead"

Goo's eyes widened "really, you want to be my friend?" Ester nodded "oh my gosh, oh my gosh, oh my gosh, I've never had a friend before, I guess it's because of my weirdness and the fact that I go on and on and on..."

'hmm strange her constant talking isn't bothering me anymore' Ester thought before the shield dropped allowing them to finally re-enter the academy.

Once inside they had no sooner taken off their helmets when magister Hulka marched up to them and stopped in front of them "Flare, Lollipop if I ever see you two do something that stupid ever again I will personally make sure that you clean your barracks from top to bottom with your tooth brushes everyday throughout your duration here, do I make myself clear!"

"yes Sir!" they said in union

"good now report to room 106 on the double!" he said before he left

"that's Hulka talk for 'thank you'" Goo said while leaning over Ester who grinned

"I figured" Ester replied and the two had headed to the class, not knowing that they were only two of the few people in the academy who knew how close they had all been to being killed.

As the two walked to the class, Goo chatting up a storm, Ester's hands were now starting to throb, Goo stopped talking when she noticed that her new friend was in pain "Ester what's the matter?"

"my hands are killing me" taking off her gloves she saw that both of her hands were cut up and bloody with blood pouring out of her gloves "wow that asteroid tore up my hands badly" Ester said with a forced smile as the pain increased

"here let me fix that" Goo then zapped Ester's hands and in an instant they were completely healed

"wow how did you do that?"

"i have the ability to heal others in an instant, as well as to turn anything into anything else like turning your underwear into a plumber suit that can stretch to any size to suit your abilities"

Ester's eyes widened before she extended both of her arms 10 meters in front of her with her suit stretching with them "wow Goo thanks a billion for this"

"you're welcome" she replied before turning Ester's blood filled gloves into clean ones and handed them back to her "we should be getting to class, if you think Hulka's bad just wait until you get an earful of Magister Glace" Goo said and she ran off dragging Ester behind her.

It turned out that the first class was about none other than Ben Tennyson, she heard a lot of people wishing that's they could meet him 'man I am going to pass this with flying colours' she thought

"you should pass this easily Ester seeing as how Ben's your boyfriend!" Goo blurted out making everyone look at her in shock

"are you really the girlfriend of the great Ben Tennyson?" Magister Glace asked

"yes and I was hoping to keep that a (turns to Goo) _secret_ " hissing the last bit at Goo who comically sucked her head into her body, making Ester crack a smile.

After class Ester was bombarded by questions by people wanting to know what the great Ben Tennyson was like 'now I know how Ben feel's' she thought to herself as the questions just kept coming, this continued for most of the day until it was finally time to retire for the night, Ester flopped down on her bed and gave a sigh "finally away from all of those questions" she said

"once again I'm really, really, really sorry that I told everyone that your boyfriend was Ben Tennyson. I really should learn to keep my mouth shut especially when people tell me to keep it a secret. I guess I'm not really that good at keeping secrets that's why no one has ever told me a secret except for you-"

"Goo I'm gonna have to cut in here and tell you something very sad"

"what is it?" Ester took a deep breath and exhaled

"Goo, you are officially the very last of your kind"

"what?"

"your home planet Tekmar was completely destroyed in a freak asteroid collision making you the last Tekmarian in the universe. If you don't believe me speak with Magister Hulka, he'll confirm it"

Goo took a few steps back in shock "wh-when did it happen?"

"I'm not sure but Magister Hulka has known for a while, I guess he just didn't have the heart to tell a sweet girl like you that kind of news" Goo sat down on her bed and remained completely silent "Goo?" she then watched as a green liquid began coming out of her eyes and she began sobbing lightly before fountains of green tears began gushing out of her eyes.

'It's like she just jumped straight out of a cartoon' Ester thought to herself as she got up and sat down next to her as she kept crying, she went to hug her for comfort only for Goo to hold her in a crushing hug 'it's a good thing my bones are like rubber now or she'd be crushing me' Ester thought as Goo kept crying.

1 hour later

'how the hell does she have this much liquid inside her?' Ester questioned as she had moved them both to an upper bunk as Goo's tears had fill up the barrack and now despite the fact they were sitting on a top bunk Goo's tears were now up to their chests "okay Goo seriously enough is enough" she said making Goo's tears turn down to a trickle "I know that you've lost everything but if you keep crying like this were going to drown in tears, which would be a very weird thing on our death certificates" Goo started to giggle at that "and I know it's not exactly the same but both of my parents are dead as well"

"I'm sorry to hear that"

"it's okay I've learned to live with it" before they could say anything else they heard a slight yell before all of Goo's tears went gushing out of the now open door, once all of the tears were gone Ester and Goo hopped off the bunk as a green and very angry Magister Hulka entered before he roared out "Flare, Lollipop!" making the two girls gulp, Ester and Goo soon found themselves mopping up Goo's tears which was not an easy task

A week later everyone was shocked at how well Ester and Goo got along with each other, they were expecting Ester to go nuts but instead she had become friends with Goo. Today they as well as another group of cadets were out in space on a stationary asteroid standing in front of what could only be described as the ultimate obstacle course. "Alright you lot, your task is to get to the end of this course in the shortest amount of time and (shifts his focus to Ester and Goo) you are not allowed to use any of your super powers" he said "ready, go!" and the cadets (minus Ester and Goo) began making their way through the course

"hop on and hold on tight" Ester said as she kneeled down, Goo did what she said and as soon as she tightened her grip Ester jumped up and bolted through the course making the others stop in shock. Ester made it to the end of the course in 20 seconds "so Goo what did you think of that" she said before she realised that only Goo's arms and legs were holding onto her turning she saw a limbless Goo still at the start, she then watched as new arms and legs burst out of her stumps and she got a cheeky grin on her face before she started to do the coarse as well 'wow I know that she said that she could regenerate, but I didn't think she could do it to this scale' Ester thought in surprise.

Once everyone had completed the course Magister Hulka looked at Ester "cadet Flare I specifically stated that no super powers were to be used"

"but that wasn't a super power, I can now naturally run that fast"

"how?"

"a lot of training"

remembering her profile he knew that she was half human and half Kraaho, so that meant that she was telling the truth because she didn't have super speed as a natural ability "now that you have completed the course you have to do it another 10 times backwards and forwards now go!" He ordered and they did what he said. Once they were done most of them were quite winded "now because of cadet Lollipop and Flare's little stunt earlier, the five of you are now going to have a combat exercise!" Magister Hulka said making the other 3 cadets glare at Ester and Goo.

Soon the group arrived at another section of the asteroid "you are the plumbers on duty. Alpha squadron has taken a hostage. Your mission is to rescue that hostage using your plumber training (looks at Ester and Goo) and not your powers! All multiblasters are set on stun, now go!" Magister Hulka ordered the group ran forward and down a slope where they were immediately pinned under fire

"if you don't mind I'll take charge" Ester said before she handed her multiblaster to Goo "Goo because you're the best shooter out of all of us you go first, Jingkz, Zzazz, Coffrof, you back her up and subdue the other team, I'll go for the team leader and rescue the hostage, okay go!" now armed with two multiblasters Goo raced out and began firing at the other team while the others began following her. Ester watched as Goo shot the other teams weapons out of their hands which gave the rest of her team mates an opportunity to take them down, seeing that the team leader was distracted she took her chance and ran to get the hostage.

Cadet Brannigan frowned as he saw the other team disabling his team with relative ease thanks to Goo's amazing marksmanship "wait a second where's Ester?" he asked looking around he then spotted her running up the slope, he began firing at her but she ether dodged or blocked every blast.

Ester dodged one final blast before she struck Cadet Brannigan in the chest making him tumble back, as he got back up he raised his blaster only for Ester to kick it up out of his hands, she then did a leg sweep knocking his legs out from underneath him and when he landed on the ground she stomped down hard on his chest and caught his blaster she then cocked it and pressed it up against his helmet "now you have to ask ya self one question; do I feel lucky? Well? Do ya, punk?" Cadet Brannigan gulped at this

"The exercise is over. Stand down" Magister Hulka said Ester grinned at Cadet Brannigan as she retracted the blaster and took her foot off of his chest allowing him to get up "how could you let yourself be taken down? You're supposed to be the elite squad" Magister Hulka stated as they all regrouped

"with all due respect sir she's not like everyone else here. She's strong, she could have killed me if she was even trying" he said with a serious tone Hulka looked at Cadet Brannigan and then to Ester

"its true, I am stronger than anyone here, and you should know since I destroyed that asteroid with my bare hands"

"with your power's I might add"

"yeah but still you'd all be dead if it wasn't for Goo and I"

Hulka's eyes narrowed "seeing as how you find yourself so superior to everyone here Cadet Flare you'll be spending the next 8 hours working out intensely"

"awesome" was Ester's only reply.

Everyone in the gym was in awe at how much weight Ester (now only wearing gym shorts and a tank top) was exercising with, she was currently bench pressing 600 pounds but to her she felt like she was only doing 50 pounds "so you think you're tough huh?" a Tetramand said as he lifted the weights out of Ester's grip

"um yeah"

"then how's about a real challenge you and me in the training arena"

"are we allowed to fight"

"as long as its training"

"then you're on" the two entered another room that was also filled with exercise equipment but in the centre was a large ring that appeared to be crudely painted on the ground 'something doesn't feel right' Ester thought to herself, the door sealed shut and locked behind them "this is a trap isn't it?" she said turning to the Tetramand he then reached up and pulled off an ID mask revealing himself to be Kolar

"my you are smart"

"so why me?"

"after Ben Tennyson sent me back into the null void with two broken arms, I've been planning revenge against him and what better way than to kill his girlfriend, this room is completely sealed off so no one can save you and everything we now say is being transmitted through the P.A. system as well as broadcast on every monitor in the academy so everyone can hear your screams of pain as they watch me break every bone in your body"

"the only one who's going to be screaming in pain here is you" Kolar growled at this and threw a punch at Ester only for her to block it with an open palm Kolar began throwing more punches with Ester still blocking them effortlessly, she blocked two punches at the same time and then thrust her arms forward making him skid back on his feet.

When he stopped he smirked "not bad, how's about we kick it up a notch" he said before he ran at her again and his arms became blurs but Ester dodged every hit effortlessly, finally she knocked all four of his arms to the sides followed by an uppercut that sent him slamming into the roof and then crashing to the floor.

He got into a kneeling position and looked up only to see that Ester was no longer in his sight "you looking for me?" he turned around and went to lung at the grinning Ester only to be knocked down again with a right hook.

Everyone watching were now in awe at how easily Ester was beating this guy even Magister Hulka who had been trying to break into the room before was surprised at how well Ester was doing. When Kolar was back on his feet Ester ran forward and began rapidly punching Kolar in the face and chest she kept this up for about 30 seconds until a final punch sent him tumbling until he hit into a large machine that was connected to the wall. Using the machine for support he got back on his feet and smirked before turning the machine on "you're much stronger than I expected, however I had planned for this little problem which is why I chose to trap you in this particular room, you see this is actually a gravity training room and as such I can increase the gravity to any level I want" he then picked up a fallen dumbbell "I'm pretty sure you've noticed by now that the gravity has changed quite dramatically, it's now 20 times greater than what it was before" letting go of the dumbbell it shot down and embedded deep into the floor "your hopes of winning are falling faster than that dumbbell"

Ester snickered making Kolar's smirk fade "maybe if this was 500 times normal gravity you'd have the advantage, but 20, I don't even feel it"

Kolar scowled "your just bluffing"

Ester put on an innocent face "maybe I am (tilts head to the side) hard to tell"

"shut up!" Kolar shouted and he began trying to punch her again but she just dodged even more effortlessly than before she then stunned him with a punch to the stomach and sent him crashing into a wall again with a windmill kick to the head.

When he looked at her his eyes widened as he saw her doing push ups on her right pinky finger with her other arm behind her back, she stopped and looked up at him "so do you still think I'm bluffing?" she asked, with one final push she was back up on her feet. Kolar growled at her as he too got up "why don't I show you a special Kraaho technique that only I have mastered" she said her pink skin began to turn red and steam began to come off her body "I'd love to show you what I'm truly capable of in this form but due to the size of the room I don't think I could show you, so I'll just end it now" Kolar then charged at Ester who bent forward and began pumping her arms upward so fast that they disappeared just leaving jet streams in their place, and when Kolar got close enough it was like he had 10 fists pressed up against him. Everyone watched as Kolar was lifted off of his feet as he was bombarded by jet streams which were actually Ester's fists, he was carried back before slamming into a wall and was forced further and further into it until he finally burst through it and into the wall on the opposite side of the hall where he fell unconscious, Ester looked up at one of the camera's and winked while giving a victory sign.

Ester later found out that her attack had sent Kolar into a comatose state, Magister Hulka was both impressed and disappointed at Ester's over excessive force, she had also found out that one of the Cadets in the academy had assisted Kolar in hacking into the P.A. and monitor systems. Through a lot of trial and error Ester finally passed Plumber Academy she was now standing at her shuttle which was ready to take her back home, she and Goo were now having a very tearful goodbye "I'm really going to miss you Ester, you are without a doubt the best friend I have ever had"

"and we still are friends, hopefully we'll work together some day"

"same here, I'd like that" the two gave one final hug before letting go. Goo watched as Ester walked through the door way into the shuttle, with one final wave the door closed, she watched the shuttle blast off until it was out of sight "well back to my barracks" she said, giving a sad sigh she headed back to her barracks.

4 days later

Ester finally arrived back at Plumber HQ now wearing a custom purple plumber suit that Goo had made for her as soon as she exited the shuttle she was greeted by the love of her life, the two instantly embraced each other and kissed. When they separated Ben looked Ester up and down "I take it by that stylish suit you passed"

"barely" Ester replied sheepishly

"that's my girl" he said before Max came up

"congratulations on passing Ester, I got the report from Magister Hulka seems like you had quite the adventure there"

"it was an experience that's for sure"

"how about we talk about it over lunch?" Ben suggested

"sounds great I haven't had anything good to eat in over a month"

"yeah the food at plumber academy isn't the best" Max said making them all laugh before they walked off.


	8. The Boy From The Future

The Boy From The Future

(the following story happens during Ester's time at the plumber academy)

The future

Ken Tennyson was lying on his bed board out of his brain, and for a hyperactive, mischievous, carefree teen like he was that was a really bad thing. He had just finished a 4 hour work out session with some drones (which were now in pieces) and now he had nothing to do, his dad had gone out to do some more hero stuff while his mum was currently working out in the gravity chamber, add to the fact all his friends were currently busy, so he had nothing to do. As he tried thinking of ways to amuse himself a swirling vortex opened up and out stepped a man that he had seen fighting his dad a few times, he immediately got to his feet and got into a fighting position

"greetings young Tennyson"

"and you are?"

"I'm Eon, and that's all you need to know before I kill you" he said as a laser sword came out from his gauntlet and he ran at Ken

"steel body" Ken replied and the laser sword stopped as soon as it made contact with Ken's neck "nice try, I can tense up my body to make it as hard as Taydenite" he then grabbed Eons arm before kicking him in the stomach sending him flying across the room and slamming into the wall. Eon scowled before he fired an energy beam at Ken, Ken however just sucked his head into his torso letting the beam go straight over him his head then popped back out before doing a 180 "aw man" he said looking at the hole in his wall, he then turned his head back around and his arm shot out, sandwiching Eon's head between his fist and the wall

'that was so fast I didn't even see that' Eon thought to himself before his visor cracked all over and then basically crumbled to pieces.

Eon was now really annoyed, the task was simple kill Ken Tennyson in order to cause his father a life time of grief as pay back for the many times he had foiled his plans, and unfortunately for him his target was exceptionally skilled and was merely toying with him. Eon kept firing time and energy beams at Ken only for him to dodge them in comical ways, Ken had his hands on the back of his head with a huge cheeky grin on his face as he swung his hips from side to side dodging the beams he then leaned back and gave a taunting yawn as a beam flew over him before correcting himself "wow no wonder my dad says you're the weakest guy he's ever met" he said making Eon growl "well I guess I'll just put an end to this now, split" he said and he disappeared before reappearing behind Eon and wrapped his arms tightly before he began trying to crush him.

Eon could feel his ribs beginning to give as Ken's arms got tighter and tighter around his body concentrating as best he could Eon formed a portal behind them both before using all of his strength to send them both through the portal making them reappear on the roof of a skyscraper. Eon turned his hands around and sent Ken both flying off of him as well as the roof with a double energy blast to the chest "you cheater" Ken called out before his right arm extended out to try and grab Eon only for his target to disappear through another portal. Grabbing onto the ledge of the skyscraper roof he swung straight towards the building planning on smashing through the glass, but instead *thud* Ken's body spread out on the glass. Retracting his body he shook his head "wow I didn't know they made glass this hard" looking around he saw that he was still in Bellwood but everything seemed so primitive compared to what it was before "did he take us back in time or something?" he then saw a building that had a digital clock on it that had the time as well as the date on it "whoa that guy sent me 30 years into the past!" Getting to his feet he began walking down the side of the building with his arm still stretching. Putting his left hand on his chin he got a pondering look on his face "the responsible thing for me to do now would be to wait for someone to come and take me back to my time" he then stopped and got a mischievous look on his face "but I'm not responsible" he then retracted his arm as fast as he could which resulted in him sling shooting himself across Bellwood. He laughed and cheered as he flew through the air, when he started to come down he coiled both of his legs, flipping over he landed on the side of a building before bouncing off with his legs now acting like springs.

As Ken bounced from one building to another he began to pick up speed he went faster and faster he even began bouncing off the ground as well "oh man I really should have thought this through!" he said before he rammed into something hard and warm. As he began to free fall he saw that he had crashed into Heatbat who was also free falling "wow he hasn't changed a bit in 30 years" Ken said before the two crashed into the busy street below. Heatbat landed in a truck filled with old mattresses which promptly caught fire while Ken crashed into the road, vehicles stopped and people got out to see what had crashed into the road, they were shocked as they saw a boy who looked to be in his early teens sit up in the dent he had made in the ground "again" he said, he then twisted his legs again and bounced up high in the air before free falling again.

As he neared the ground he was struck by an energy beam and sent crashing into an office building "huh I wonder what hit me" with a screech Heatbat entered through the hole that Ken had made and landed in front of him

"I'll give ya a hint" and he fired a red energy beam from his mouth that made Ken tear through the floor of the building they were in before he burst out through the glass window and free fell

"hmm interesting he's just as strong as he is in my time" he said before he landed on the roof of a building, he quickly got up as Heatbat landed and blue flames began escaping from his open mouth "do your worst I'm 100 percent fire proof"

"we'll see brat" and Heatbat unleashed a stream of blue fire that completely engulfed Ken.

When he stopped he saw Ken looking at his fingernails with a board look on his face, he then looked up at Heatbat and raised an eyebrow "nice try ace, next time you might want to turn the heat up just a tad" he taunted before he saw Heatbat start sniffing the air

"hmm intriguing, you're not from this time are you?"

Ken was surprised at this "yeah how did you know?"

"your scent is a combination of that brat Ben Tennyson and his wench Ester, which means that you have to be their biological son, now my question is how did you get here"

"some guy named Eon sent me back here"

"interesting, I'd honestly like to kill you but right now I have more important things to worry about" Heatbat then shot forward knocking Ken off of the roof and flew off

"jerk" Ken muttered before landing head first on a fire hydrant.

After an hour of jumping swinging and causing general mischief in Bellwood Ken found the building that his dad used to use to get into Undertown he knocked on the back door and it opened up, he walked in and saw a Tetramand standing behind it "thanks" he said before he walked over to an elevator and got in it before taking it down. When he reached the bottom he exited the elevator and stretched one arm up grabbing one of the pipes above and reeled himself up so he could get a better look at the place "wow, the place has hardly changed in all those years" he then spotted some aliens causing a lot of trouble down below "well looks like I get to have some more exercise today" he said before he jumped off the pipes and went to stop the criminals.

Meanwhile

In Undertown Ben Rook Ship and Jimmy had their hands full it was like everyone associated with Heatbat was tearing up Undertown trying to find something or someone, Ship and Jimmy (now with his armour and weapon rings activated) had Liam pinned down "okay dinochicken time for you to talk, why are you and all of heatbat's cronies tearing up Undertown?" Ben asked Liam responded by getting bigger only for Ship to do the same thing

"you do realise my big brother can literally turn you inside out" Jimmy said

"*braak* fine I'll tell you we're all looking for Argit"

"oh great what did the rat do this time" Ben asked putting his hand to his forehead

"he stole something that belonged to the boss"

"any idea on what it is?"

"nope, not a clue"

"okay then, Jimmy it's hammer time" Jimmy then activated his war hammer ring making a large red translucent hammer appear and with a hard swing Liam was out like a light before reverting back to his normal size with Ship doing the same before they both got off of him "I'll be back in a second" Ben said as he grabbed Liam's limp arm and disappeared reappearing a few seconds later.

"well it seems as though our next target is Argit" Rook said

"yeah, grab on guys" Ben said they did as he asked and in an instant they found themselves in an empty warehouse where Argit was cautiously peering out the window "alright rat boy what did you steal this time" Ben asked

"oh uh Benny boy so nice to see you and your friends"

"stop stalling, every crook in Undertown is searching for you because you stole something from Heatbat" Rook said

"I didn't steal anything, that fiery lunatic must have me confused with someone else"

"then why are you hiding?" Jimmy asked

"because those guys are maim first and ask questions later and I for one prefer to be in one piece"

"okay assuming we believe you do you have any idea as to what was stolen?" Ben said

"beats me, whatever it is must be valuable though otherwise bat brain wouldn't send this many guys searching for it"

"he's at least right about that" Rook said Ben nodded in agreement before they all heard something someone shout out "giant sledgehammer!"

"hey did you guys hear-" Ben was cut off as two giant hands with their fingers laced together smashed through the roof and tore down a section of wall as well, the arms then retracted while shrinking to reveal Sevenseven lying on the ground in a small crater, this was followed by a light pink skinned boy with 2 purple marks on his cheeks that went from the corner of each eye down to his jaw and brown hair and green eyes wearing clothes that Ben used to wear as a kid only with the shirts colour reversed, entering through the hole

"come on get up" he said before Sixsix and Eighteight came through the hole and started blasting at him. The kids arms then stretched up and grabbed the two assassins by the faces and banged their heads together before retracting his arms and slamming them both to the ground "oh man this is so much fun" Ken said before he realised that he was now only standing 10 meters from the younger versions of his dad and Uncle Jimmy "and that's how you make an entrance" he said with a grin as he walked over to them

"you know Ben he looks similar to you" Rook stated

"yeah only with your girlfriend tossed into the mix" Argit added

"quiet you" Ben said while casting a slight gaze to Argit before looking at the new comer "I've gotta admit that that was an interesting attack you just did, I'm Ben Tennyson by the way" he said while holding out his organic hand

"I know who you are, you're one of my idols, my names Ken" Ken replied as he grabbed it

'oh great another fan'

"pardon me but may I ask why you were fighting these three?" Rook asked

"they were up to no good so I decided to stop them"

"very good but you should leave these kinds of things to the officials, regardless of how capable you are as a fighter" Ben said

"yes d...Ben" Ken replied before he turned around and with his arm extending punched Eighteight in the face sending her through the wall before Sixsix and Sevenseven started firing their blasters at them as they got back up.

Rook made his proto-tool into a pole and began twirling it around deflecting lasers as he ran at Sevenseven "Diamondhead" Ben said before turning into said alien and he ran at Sixsix

"um kiddo I think we should take this opportunity to get the heck out of here" Argit said to Jimmy

"nah Rook and Ben should be able to handle this by themselves easily" Jimmy replied which turned out to be true as Ben and Rook easily took out their opponents

"nice Rook you're getting a lot stronger"

"well I am training with the best" Rook replied

"I think it would be best if we got out of here the noise will have probably attracted some of the thugs" Ken said

"he's right grab on to me" Ben said they all followed his orders and they disappeared just as two more of Heatbat's lackeys entered.

They all reappeared in another section of Undertown "so Ken" Ben started getting Ken's attention "I haven't seen you around here before you new here?"

"yeah you could say that"

"I must say that I am intrigued at your fighting abilities" Rook stated

"yeah you fight a lot like my brother's girlfriend Ester" Jimmy added

"oh eh that's just how I like to fight, I try using my body in any way I can in a battle" he said not knowing that Ben was secretly scanning him.

When the scan stopped Ben's eyes widened 'no he can't be, but yet my scans aren't wrong he's ¾ human and ¼ Kraaho and with his appearance there's no doubt about it, he's my son, unbelievable...well maybe not that unbelievable'

"hey are you okay Ben?" Jimmy asked

"huh oh yeah I'm fine"

"oh uh Argit could you take two steps back please" Ken asked Argit did what he said and not a second later he was snatched up by the now recovered Eighteight Ken's arm then shot up and grabbed Argit's ankle "meet yah at the party" Ken said before he retracted his arm pulling himself up. Ben Rook Jimmy and Ship watched in surprise as Ken and Argit were taken away

"I am having a lot of mixed feelings about that Ken" Rook stated

"you know this might be hard to believe but I'm 100% sure that he's my future son" Ben said making the other's look at him in surprise

"are you sure Ben?" Jimmy asked

"yeah besides the fact that he looks similar to me I did a scan on him and I found out that he is ¾ human and ¼ Kraaho which would make him both my and Ester's son"

"please forgive me, I may not be an expert on human reproduction but aren't you lacking one of the main 'equipment' used to make children?" Rook said

"my thoughts exactly but if you've got a better explanation then I'd like to hear it"

"I do not"

"thought so"

"um shouldn't we follow them?" Jimmy asked

"let's wait until they arrive at their destination first" he then turned into his Anodite form and searched for Eighteight he soon found her and saw that she and her brother's landed out the front of the black hole "well I know where shes taking them" he said before turning back to normal "okay grab on" they did as he said and they disappeared.

Meanwhile

Eighteight had been surprised to see that the kid who had fought her and her brothers had hitched a ride with her she quickly got her brothers to restrain the kid while she grabbed Argit before they all walked inside where Heatbat and the rest of his associates were waiting. The three siblings tossed their captives in front of the large group that was waiting inside "nice work kid" Argit said to Ken angrily

"thanks" Ken replied

"good work you three, not only have you brought me my intended target but you have also brought me the future offspring of Ben Tennyson" that shocked everyone

"are you serious boss? he's Tennyson's kid?" Tummyhead asked

"yes he's from the future, but on a more important matter" Heatbat turned to look straight at Argit before extending his arm/wing out to him "hand it over"

"*gulp* hand what over?"

"search him" Argit was then picked up by Tummyhead and searched by Sixsix, he then slipped out of his jacket and hopped up on the counter before producing a small red and silver cube

"stand back or I'm gonna use this" he said

"please no one's that foolish"

"you should see all of the dumb things he does in the future" Ken added as he saw his dad, Rook, Ship, and Uncle Jimmy enter the bar. They all watched as Argit kept threatening to swallow the cube

"he's bluffing take him" Heatbat ordered making several henchmen walk over to Argit, just as he was about to put it in his mouth a long tongue wrapped around it and yanked it out of his hand everyone watched as the tongue retracted right back into Ken's mouth who swallowed it

"you want it so badly (lifts up his shirt) then come and get it batboy" Ken taunted while patting his flat slightly muscular stomach.

"you bonehead! Do you have any idea what you've just done!? That was a custom made Dehydrated Techadon Army!" Heatbat screeched out angrily

"uh dehydrated you say?" Ken replied before a gurgling sound was heard from his stomach

"the Techadon troops are reconstituting buffoon" everyone watched as Ken's stomach started to swell up, the growing bulge began to move up making his chest puff out his neck then bulged before he coughed out a red and silver ball which transformed into a red Techadon Robot with black flame designs on the arms and legs and a picture of Heatbat's head in the centre of the chest

"wow good thing I can stretch or I would have bust a gut" he said before laughing which was cut short as he coughed up another robot

"whoever can retrieve the Techadon army will get paid 10,000 tayden's" Heatbat offered

"and how do you intend to retrieve it?" Ken asked the thugs responded by pulling out different weapons "oh that's how" Ken said before Ben got in front of him

"if you want my son then you have to go through me first" Ben said with a dark look on his face

"so you figured it out, mum always said you were very perceptive"

"thanks"

"destroy him!" Heatbat ordered and the thugs charged at them.

"Four Arms" Ben said and in a flash turned into said alien and the rumble began with punches and kicks flying everywhere from Four Arms, Rook, and Ken while Ship fired lasers and Jimmy activated two Gatling guns and began firing at the thugs while Argit hid behind the counter. Four Arms and Rook were using basic combat moves to take out their opponents with ease, Four Arms sent his opponents flying through doors and windows with simple punches, Rook, whose strength had increased dramatically due to training with Ben, took out his opponents with just as much ease, Ship was basically having a laser battle with Sixsix, Sevenseven, and Eighteight, Jimmy was using his weapons to their fullest extent and had taken out quite a few thugs, and Ken kept using moves his mum had shown him but unlike his mum he actually gave his attacks names "pistol" his arm extended and he punched Sweet-Eels so hard in the face he sent him crashing through a wall before he coughed up another Techadon robot bring in it now to a total of 8.

"Alright guys finishing team attack" Four Arms ordered smirks crossed Rook's, Jimmy's, and Ken's faces. Four Arms punched his opponents away, Rook both kicked and used his proto-tool's staff to knock his opponents away, Jimmy activated both his Gatling guns and set them on non lethal before shooting at his opponents, Ship activated a multitude of different weapons and fired, and Ken said "Gatling gun" as he used his stretching ability to bring his fists forward repeatedly in a blurry, rapid barrage of strong punches that created the illusion of him having multiple arms. The results of the team attack sent nearly all of the thugs flying through windows, walls, and the door, and those that didn't were left slumped up against furniture "great work guys" Four Arms said before touching his omnitrix symbol, turning back to normal

"that was really...*bleah* fun" Ken said as he coughed up another Techadon Robot bring it to a total of 12 now

"seriously how many more are in there?" Ben asked

"on a troop ship of that size, at least a full regiment" Rook replied

"yeah I don't feel like coughing up a thousand of these things" Ken said before he reached down his throat and into his stomach before grabbing the Techadon army and pulling it out, he then wiped it dry with his shirt and put it in his pocket

"that was disgusting" Jimmy said with Ben, Rook, and Ship agreeing.

"okay so what do we do with these things?" Ben asked knocking on one of the Techadon robot's

"well right now they appear to be awaiting orders" Rook replied

"I'm assuming from Ken seeing as how he's the one that activated them"

"well what should I say?" Ken asked

"well as a suggestion you could have them clean up this mess" Ben said

"great idea, clean up this place and then take all of these thugs to Plumber HQ then come back to me" Ken ordered their visors then lit up and they began cleaning up the bar. Once the bar was clean they grabbed as many thugs as they could before flying off to plumber HQ

"just a minute, Buildabee" Ben said before turning into said alien "timezzz to getzzz to work" he buzzed out before pulling a hammer out of one pocket and a piece of wood out of another before he began zipping around the bar making it look as good as new in 10 seconds. Buildabee then touched his Omnitrix symbol and in a flash he was back to normal "okay now that everything here is fixed we need to have a bit of a chat about you being here" Ben said to Ken

"the abridged version; Eon sent me back here during a little scuffle we had"

"tell us Ken, what is the future like?" Rook asked

"I honestly can't tell you that because if I do it could affect the future, possibly in negative ways"

"that's smart, so would it affect the future if I asked you if you were an only child?"

"nah I-" he was cut off as a beeping came from Ben, pressing the side of his head he spoke

"what's up grandpa?"

"we need you Rook and Ship back here immediately!"

"if it's about the Techadon robots-"

"no it's the Null Void projector it's been turn on by itself"

"we'll be there in a few seconds" Ben said before Max hung up "this day just keeps getting better and better, okay grab on guys" Ben said they did what he said and in an instant they found themselves in the Null Void Projector room with multiple Plumber's aiming their weapons at the open portal Rook Ship and Jimmy aimed their weapons while Ben and Ken crossed their arms

"Ben, why did you bring Jimmy and that other boy?" Max asked

"couldn't find anyone to babysit them" Ben replied making Ken laugh.

Everyone watch as someone finally exited the portal "hey what's shaken Maxie?" Phil said

"Phil" Max muttered while lowering his blaster, this was followed by 3 more people exiting, using his scanner Ben saw that they were all human/alien hybrids one was an Aerophibian/human hybrid, another was a Prypiatosian-B/human hybrid, the next was an Playnorian/human hybrid (he was a tall lean bald purple skinned humanoid with holes on the side of his head where ears would normally be), and the last one to exit before the portal closed was a Cerebrocrustacean/human hybrid, all wearing a black armour similar to Rook's.

The Cerebrocrustacean/human hybrid was the second to speak "gentleman, ladies. We are the Rooters and this base is now under our absolute control"

"pfft yeah like we'd let that happen" Ben said

"Plumbers stand down!" Max ordered making everyone lower their weapons, Ben frowned at this but followed his grandpa's order

"a wise decision. I am here to collect Kevin Levin"

"what?" Ben and Max asked

Patelliday stepped forward "now wait just a lead pickling minute Mr. High Pollutant. I don't care what kind of authority you got but around here we don't...(the man then zapped Patelliday with his Cerebrocrustacean power) You're in my head"

"don't struggle. It demeans us both" the man said

"leave him alone Servantis" a voice said turning his head Servantis stopped zapping Patelliday and looked at the pink skinned boy that had just called out his name

"do I know you?"

"not yet you don't, no one here knows where Kevin is" Ken said as he stepped forward Servantis looked at the kid and then to Ben noticing the similarities between them

"I highly suggest you stay out of matters that don't concern you child"

"why don't you make me crabpuff"

"Ken, cut it out" Ben said Ken rolled his eyes

"yes _dad_ " he said putting great sarcasm on dad

'note to self; be a stricter father' Ben thought to himself.

Servantis turned back to Patelliday who had been caught by Molly "well, that one doesn't know Levin's whereabouts. So I gather he isn't on the premises. Where then?"

"open up and I'll show you crabcakes!" Ben said making the other two Rooter's Leander and Swift get into a battle stance

"Ben. As Plumbers, there's nothing we can do"

"what are you talking about? Who are these guys?"

"they're Rooters, a black ops plumber unit" Ken stated

"Ben who is this kid"

"long story, so these guys are redspots or blackspots I guess?"

"not exactly. They answer only to the high protectorate. Only the Magistrata outranks the Proctor. As Plumbers, our hands are tied"

"quite right, Magister. Now, to continue the interview. (points at Jerry) You!"

"me?"

"don't fight him, Jerry. He'll curl your mustache" Servantis then zapped Jerry, causing his moustache to grow long and curly before falling back

"ah, this one has seen the files. It appears that Agent Levin's Plumber badge has been reassigned to one Agent Molly Gunther. A human name and female. Hmm" he said and looked at Molly

"right here Proctor" Molly replied

Servantis walked over to her and stopped "on second thought (turns to Ken) perhaps the quippy child knows something" and he made his way over to Ken as he extended his arm it was grabbed firmly by Ben "touch him and die" "hmm so what they say about you are true, you are quite dark" he said before zapping Ben who didn't even flinch "interesting all I'm getting from you are T.V. shows and you doing MA rated things with-" Servantis was cut off as Ben's cybernetic hand shot up and clamped tightly on Servantis's face making Phil, Leander, Swift, and Borin get into fighting positions.

"Ben let go of him!" Max ordered but Ben ignored him, Servantis now felt like he was having his skull crushed by Ben's hand

"if you ever look into those thoughts again I will tear your head off, understand" Ben said firmly, Servantis's eyes narrowed but he gave a small nod while also raising his hand signalling for the other Rooter's to stand down "now you read my memories (Ben turned into his Anodite form) so now I'll read yours" and a blue aura surrounded Ben and Servantis's head. As Ben read Servantis's mind his eyes widened and then narrowed with his grip tightening even more before hurling him to the side "you bastard!" he yelled before raising his hand making a mana shield that blocked lasers from the other Rooter's

"Ben!" Max shouted

"grandpa this scum bag has been playing you" Ben started before thrusting the shield he had made forward which caught Leander and slammed him up against a wall "he put false memories in your head" he then fired a mana beam at Swift over powering the lasers she had fired at him and exploded the second it made contact with her the other Plumbers had cleared out leaving only Max, Patelliday, Molly, Rook, Ship, Jimmy, and Ken

"Ben, what do you mean?" Max asked not liking where this was going.

Ben turned back to normal "I'll explain in a sec" he replied before he disappeared just as Phil and Borin punched the spot where he was standing

Max turned to look at Servantis who looked very angry "what is my grandson talking about?" Max asked firmly

"at the moment that is none of your concern, now tell me where that little whelp just went"

"I have no idea, he could be on Galvan Prime for all we know" Servantis looked at Max and then to Ken

"while that brat is gone I shall continue from where I left off" and he made his way over to Ken

"I may not be as strong as Ben but I do know that I'm stronger than you" Ken said as he got into a fighting stance Servantis stopped and looked at Ken more thoroughly

"you're half human and half Krahoo aren't you"

"close" Ken replied, before a fight could breakout however Ben reappeared with Kevin

"okay Tennyson what's up this time" Kevin asked

"do any of those creeps look familiar to you" Ben asked while pointing to the Rooter's

"nope" Kevin replied before Ben put his hand on Kevin's head and turned into an Anodite

"how about now" he asked and a blue aura surrounded Kevin's head Ben raised his hand and a beam shot out that engulfed his grandpa's head.

When the aura's dissipated Ben turned back to normal, Max and Kevin were wide eyed as old memories came flooding back before they narrowed "you sick head case, I never had a partner named Devin Levin and you made me baby sit your experiments" Max said angrily

"and my father wasn't an alien at all, I'm just a mutant" Kevin said before absorbing the ground

"and while it's true that could destroy the universe with my powers and the Omnitrix I choose to protect it rather than destroy it"

"while what you two say is the truth, I did implant those false memories years ago (turns to Ben) you however are simply lying to yourself, I read your memories and while I hardly got anything other than the two things I mentioned earlier I did manage to find some other memories and I must say you are a very dark child, you've wanted to kill most of your enemies so that they wont be a problem to you in the future, however you choose not to due to what your family and friends would think of you if you chose to do such actions, why I bet you're thinking of killing me right now aren't you?" Servantis said

"you're lying! Ben would never want to do those kinds of things!"

"I agree while Ben is a tad darker than I first thought, I've worked with him long enough to know that he would never kill unless the situation greatly called for it" Rook said

"no guys he's right" Ben said making everyone look at him "every villain I've fought against I've wanted to kill them but I feared what you'd all think of me if I did, you all saw how easy it was for me to kill all of those Incursean's, I didn't even have a shred of regret as each one died by my hands, and he's right I'd kill him and his lap dogs without a second thought" Ben said making everyone give him surprised looks

"see the little terror admits it" Servantis stated

"Proctor we should take Levin now instead of risking a fight" Swift stated

"quite right, Levin you are coming back with us to the null void" Servantis stated

"yeah after what you did to me and those kids never gonna happen" Kevin replied turning his arms into blades

"you heard him, leave now or else you're going to have to fight both of us" Ben said as he stood next to Kevin

"all of us" Rook added as he and the others stepped forward and readied any weapon they had

taking a deep breath Servantis sighed "so be it, Rooter's attack!" and the fight began.

Max raised his blaster only to have it destroyed by a quick blast from Swift "here grandpa!" Jimmy said as he gave Max a blaster ring, Max put it on and a green translucent blaster formed in his hand before he fired it at Swift who dodged his blasts as she headed towards Rook who also fired lasers from his proto-tool, she then fired her eye beams and struck rook in the chest, but thanks to his armour and training with Ben her attack hardly phased him.

Molly ran at Borin while firing her blaster but with a blank look on his face he dodged every blast with no effort, once she was close enough he dodged a final blast before he punched her in the stomach causing her to double over before he knocked her out with a palm strike to the head "weak" he muttered and walked over to Max who was firing blasts at Phil.

Ken gave a taunting yawn as he blocked Leander's blast with one hand turning his hand to the side he deflected Leander's beam making it strike Swift in the side making her crash into a wall, Leander stopped zapping Ken and ran at him only for Ken's arm to extend grab him by the face and smash him through a wall. Jimmy had taken advantage of Swifts little crash and rapidly fired his Gatling gun and blaster at her both pinning her down and starting to damage her armour Rook and Ship were now doing a team attack on Phil which mainly consisted of punches and kicks they were doing fairly well until Phil managed to knock them back, he then increased the distance between the even more by blasting them several times and once they were far enough he turned his attention to the pink skinned kid "if that kids really Krahoo then I know how to really make him suffer" and he ran over to Ken.

As Ken was about to retract arm he heard a loud rip followed him feeling very cold looking down he saw that he was now only wearing his underwear socks and shoes twisting his head 180 degrees his saw Phil holding his now torn clothes "so getting a little cold in here for yah brat"

"not so cold that I-" He was cut off as he felt his stretched out arm pinned down to the ground before feeling the ring on his arm (that allowed him to walk around without the need of thick clothes) shatter as Lender broke it. Ken retracted his arm as he got colder and colder by the second and he could see that his retracting was slowing down as his elasticity solidified, by the time his arm was back to normal length his skin now had a blue tinge to it and he began shaking violently while his teeth chattered Leander stepped out of the hole he had made and fired his lasers at Ship while Rook continued fighting against Phil to get him away from Ken.

Servantis had been able to stay in one piece from all of Kevin's sword strike's thanks to his armour however he still felt the impact from each blow with a final strike across the chest Kevin formed his hand's into mallets "alright then if I can't cut you to pieces then I'll just pound you until there's nothing left...god I'm starting to sound like Ben" Kevin said before he ran forward and started swinging his mallets at Servantis, each swing making direct contact.

Ben, now as Shocksquatch, had now locked hands with Borin, who had already taken out Max, Patelliday, and Molly effortlessly "I gotta admit that you're one of the more stronger guys I've faced in the past" Shocksquatch said

"thanks to the Playnorian DNA fused with my body my strength constantly increases whenever I recover from a serious injury, and I fight till I'm at the brink of death every day in the Null Void"

"thanks for the info, I'll remember that" Shocksquatch stated before he sent massive volts of electricity coursing through Borin's body, but Borin just gave him a sadistic look before kicking Shocksquatch in the stomach and hurling him to the side. After Rook had been sent flying with a powerful punch by Phil he was pinned down to the ground by Swift who had managed to escape from Jimmy's attack she put her tail over her shoulder with the tip and her eyes beginning to glow, just as she was about to fire her eyes widened and her tail fell to the side before she screamed. Rook looked and saw Swifts now sliced off tail wriggling on the ground before it went limp, looking to the other side he as well as Swift saw Jimmy extending his arm out which now had an odd looking blue translucent device on it "laser disks" Jimmy replied

"you little scum bag" Swift said still in an unbelievable amount of pain due to having nearly her entire tail cut off, Jimmy just responded by giving her a raspberry she then flew at him as fast as she could only to be knocked unconscious as she flew face first into a green shield Jimmy made, the force of the impact however had made Jimmy skid back several meter's "wow she was flying fast" Jimmy said

"thank you for the assistance however I do think it was a bit excessive to cut off her tail"

"it was either that or you getting zapped with three lasers"

"you do make a slightly good point" Rook said before screams interrupted their conversation.

The screams had stopped the fighting and everyone saw Phil stomping on Ken's head, due to his elasticity abilities being nullified due to how cold he was Ken had felt every blow Phil had made to him and now he was crushing Ken's head "if ya see the big guy tell him I said hello" Phil said and with one final stomp Ken's whole head was crushed, killing him instantly.

The whole room was silent that you could hear a pin drop, the silence was broken however by Servantis "a fraction over excessive but that's what he gets for fighting us"

Borin snickered a bit "see what the Rooter's are capable of, you should just give up Levin now before the other's suffer the same fate" Borin said to Swampfire who then turned back into Ben, Ben then pierced his cybernetic hand through Borin's armour and torso before tearing out his heart, Rook, Jimmy and Ship saw what Ben had just done and they knew that that wasn't going to be a fraction of the damage Ben was going to inflict upon Phil.

Ben got a look of pure rage on his face before he cried out in anger and clenching his hands together so tight that blood came out of his organic hand and sparks flew around his cybernetic as Borin's heart exploded in it, activating the rockets in his feet he shot towards Phil before flaring up into his Anodite Form (which was now red instead of blue) "diiiiie!" Ben screamed and he fired a powerful mana beam at Phil.

Phil, thinking he could absorb it, simply kicked Ken's corpse to the side and puffed out his chest "give your be-" *BOOM* the mana beam detonated the second it touched him causing him to fly back and crash into the wall, the front of his armour as well as his fur skin and some muscle had been blown off from the blast, Ben then yelled and fired a barrage of mana blasts at Phil. The whole Headquarters began shaking violently, walls split, and railings and walk ways fell

"Ben stop you'll destroy the whole base!" Rook called out, Ben slowed his attack down until he finally stopped he then flew into the smoke where Phil was and loud bangs were heard before Phil flew out of the smoke followed by Ben. Ben pounded Phil brutally in the air kicking him from one area to another until he finally sent Phil crashing into the ground where he turned back to his human form, Ben landed in front of Phil and picked him up by his hair

"he was just a kid" Phil managed to say

"he wasn't just a kid. he was my future son (everyone's eyes, minus Rook and Jimmy's, went wide at this) and you killed him" Ben then reared his free arm back "if you see Satan tell him Ben sent you" he then rammed his fist down Phil's throat and fired a mana blast that turned Phil into ashes.

Ben then turned back to normal with a look of rage still on his face, he then turned around and locked eyes with the shocked Servantis before he disappeared, Servantis froze up as he felt two hands on the side of his head "is this how you imagined the coming storm to be crabpuff?" Ben asked and he pressed hard on the sides of Servantis's head "this is for all of the kids you experimented on" and in a second Servantis's head was crushed flat between Ben's hands "sorry about that Kevin" he said to his shocked friend. Ben then teleported in front of Leander who backed up in fright until he bumped into the Null Void projector, activating it "take that bitch, and never even so much as dream of coming back from the Null Void otherwise you'll be joining them in hell" Ben said Leander ran over to the unconscious Swift and picked her up before running through the portal with Ben deactivating the Null Void projector as soon as they went through.

"scum" Ben muttered before he walked over to Ken's corpse, kneeling down Ben put a hand on Ken's chest and turned into his Anodite form once again (now back to it's normal blue colour) he chanted some words and with a pulse of mana Ken's head expanded until it was back to normal, he then blinked and sat up

"s-s-so c-c-cold" he said and he began shivering.

Turning back to normal Ben said "Heatblast" before turning into said alien and he embraced Ken who gave a happy sigh as he warmed up "I'm sorry you saw that guys, see I really am a dark guy"

"Ben, while I don't know you as much as most other's do I know that you'd only ever kill true bad guys and would never hurt an innocent person" Kevin said

"Kevin I want you to do something for me"

"what is it?"

"if I ever go down a dark path for good and become a villain I want you to do everything you can to stop me even if that means killing me"

"you're 34 and the worst thing you've done is burn the kitchen when you tried to make dinner once" Ken said

"really, I've never gone on a destructive rampage across the universe?"

"nope"

"well that's a good thing to know...wait a second i'm only 20 when you're born"

"yeah, well technically you're 124 thanks to all of that training you did i guess recently"

"so this kid is your kid from the future?" Kevin asked

"yeah"

"could someone please get me some clothes that jerk broke my heat ring" Ken said as he wrapped himself all around Heatblast as most of his elasticity returned. Soon more plumbers came in and took Max, Molly, and Patelliday to the medical ward followed by a Plumber giving Ken a temperature Plumber suit "ah much better" Ken said as the inside of the suit heated up to the perfect temperature for him "so anything unusual happen while I kicked the bucket?" Ken asked

"aside from your dad taking out 3 Rooter's without breaking a sweat, nothing much" Kevin said, a portal then opened up and Super Clockwork came out followed by an extremely beautiful yet familiar looking woman

"see I told ya he would be fine babe"

"Ken oh I'm so glad you're okay!" the woman said

"hey mum" Ken said as he and his mum embraced

"out of curiosity won't you being here alter the future or something" Jimmy asked

"nah bro nothing we're doing right now will affect the future in any way" Super Clockwork stated before turning to Ken and future Ester "now lets go back before we affect the future in any way" they were about to go back through the portal when the 12 Techadon robots marched into the room

"oh yeah I forgot about those things" Ken said before feeling the pocket of his torn pants and felt the cube still inside "okay lets go" Ken jumped up onto the shoulder of one of the robots through the portal he ordered and the robots marched through it followed by Future Ester, Super Clockwork then gave the group a solid thumbs up before walking through the portal as well which closed up behind them.

"it's funny, as odd as this whole event has been, this has just been a normal day for us" Ben said as Ship jumped up on his shoulder and the other's agreed

"there is one thing that has been bothering me though" Rook started

"what's that?" Ben, Kevin and Jimmy asked at the same time

"Ken knew Servantis in the future but yet you killed him in the past so how would Ken have known about him?"

"that's...a very good question" Ben said with he, Jimmy and Kevin now just as curious as Rook was.


	9. A Universal Problem

A Universal problem

Ben 23 was currently in a training session with Azmuth, right now he was watching different video clips of aliens and trying to determine good from bad and when and how to handle the situation he watched as an alien shoved several aliens to the side to make his way to the front of the line "I should stop him at the front and tell him kindly to not push and go to the back of the line" he said

"good, and if he refuses?"

"persuade him to go back by telling him that I will take him into custody"

"yes that's a very good form of persuasion" Azmuth was about to show him another clip when a swirling vortex appeared and a steam punk looking man walked out followed by and older version of Gwen and a normal looking older Ben stepped out

"where are we?" Gwen 10 asked

"this would be Universe 23" the man said

"time walker, what business may I assist you with" Azmuth asked

"I regret to inform you that someone is planning on eliminating every Omnitrix user across the multiverse"

"and I take it you require this Ben's assistance in the matter?"

"indeed, that is of course he is willing to help us"

"of course I'll help that's what being a hero is all about" Ben 23 said

"excellent, now come along time is of the essence"

"just a minute time walker I happen to know of another Ben who could greatly assist you all in this little dilemma" Azmuth said with a smile.

Meanwhile

Ben was now walking home with Ship perched on his shoulder, while normally he would ether teleport or fly home, because it was so nice out he had decided to walk, earlier though he had encountered Eon who had asked him to join him in wiping out all of the good Omnitrix users but with a punch and a kick Ben had sent him packing. Throughout the rest of the day he had been expecting Paradox to show up but so far nothing else had happened, as he neared his home a swirling blue vortex appeared in front of him before Paradox, a younger version of Gwen, a normal version of himself, and Ben 23 exited "my word I wasn't expecting there to be a Benjamin like you" Paradox said

"judging by that statement am I to assume that you are a Paradox from another Universe?" Ben said

"my you are very perceptive"

"and judging by the fact you have 3 Omnitrix users Eon was successful in recruiting other Omnitrix users from a cross the multiverse"

"impressive master Tennyson, I assume Eon made you an offer to join him"

"yeah but he left after I almost punched his lights out, so B23 how are things in your universe going?"

"better than ever thanks to you...I'm sorry I have to do this" and he hugged him

"it's okay, but if you start kissing me then we'll have a problem"

"dude what happened to you?" Ben Prime asked

"lots of things, why do you ask?" Ben replied casually

"I meant with you head and arm"

"it'll take more time to explain then we've got left so we'd better continue"

"wow this Ben actually has a brain" Gwen 10 said

"well put master Tennyson, off we go then" Paradox said as he opened up another portal Ben 23 let go of Ben and they all walked through it.

When they exited it they found themselves in what looked like an ether alien or futuristic city "where are we" Ben asked

"this is the galactic headquarters of Ben 10,000" Paradox explained

"so did Julie let you borrow Ship or something" Ben Prime asked

"Julie? I hope I never see the b-(looks at Gwen 10 and Ben 23) that witch again"

"bad break up?"

"break up? we never even got together"

"then why do you hate her so much?"

"she rejected my offer of a second date in the absolute meanest way possible"

"seriously? You hate this girl just because she didn't go out on another date with you? That's a pretty stupid reason" Gwen 10 said

"she rejected my second offer while also saying that no one could ever love me because of the way I look as well as that I have the Omnitrix"

"oh now that's a reason for you to hate her"

"yeah but I proved her wrong, I've now been dating a girl for almost 9 months now"

"really and who would that be?" Ben Prime asked

"Sludgie" and in a flash he turned into a Lenopan before morphing into Ester "hi there my names Ester, it a pleasure to meet you" he said while shaking Gwen's hand before turning back into Sludgie and then back to normal after touching the Omnitrix symbol

"dude, you have Master Control!?" Ben Prime asked in amazement

"yeah, why don't you?"

"no, Azmuth said he'd do it for me for possibly my 18th birthday"

"lucky you"

before Gwen 10 could ask any questions about Ester they all arrived in a control room where they could see a man at the console.

The man turned around to look at them "Paradox?" Ben 10,000 said

"hello Ben" Paradox replied

Ben 10,000 looked at his counterparts "let me guess, some kind of cross time doom's day threat that only wearers of the Omnitrix can stop"

"looks like this Ben has a brain as well"

"dweeb" Ben's Prime, 23 and 10,000 said

"well then let's get started" Ben 10,000 started before he turned his younger self into Clockwork

"so what should I do as Clockwork?" Clockwork asked

"actually because Eon is another version of Ben he may sense the resulting Sotobro Effect" Paradox said

"Sotobro Effect?" Ben 23 questioned

"a sort of ripple in the time stream that Clockwork causes when he uses his powers"

"then we'd better not risk it (turns back into Ben) if Eon and Vilgax suspect anything they may change their plans" Ben Prime said

"Vilgax! He's still...oh wait it must be the Vilgax from your time line" Ben said while looking at Ben Prime

"yeah, I take it something happened to your Vilgax?"

"right, let me just tell my son (turns around to the console) Kenny I just need to run an errand" Ben 10,000 said and Ken just gave him a thumbs up

"wow, you and I have kids with two completely different people" Ben said getting a questioning look from his older counterpart.

Soon they were all ready "okay now the universe we're about to enter is the universe where both Vilgax and Eon now have all of the bad Ben's as well as home to the only Ben across the multiverse has never even heard of the Omnitrix, right now he has just had his first encounter with Bad Ben and is currently running away from him" Paradox said before he opened up a portal and everyone walked through now finding themselves at an abandoned army base "Ben Prime could you do us a favour and retrieve your watch less counterpart before he is destroyed"

"you can count on me" he replied before he turned into Astrodactyl "I'll be back"

"hold it" Ben started "I'll get him I'm a lot faster than you" and before anyone could say anything else Ben disappeared

"I was actually just going to open a portal for you to go and retrieve him" Paradox said

"oh well that would be easier"

"but seeing as how that Ben has the ability to teleport anywhere in an instant I suppose he's-"

Meanwhile

No Watch Ben was running for his life from two people who had turned into monsters, after running down another ally he ran around a corner and stopped for a breather "tough day huh?" he turned his head and saw another Ben, he was about to run when the other Ben grabbed him and pulled him back

"why are you doing this to me?" he asked now cowering in fear

"look I'm here to help you"

"oh and why should I trust you?" before Frankenstrike appeared on one end of the ally and Ultimate Humungousaur appeared on the other

"let me answer that with another question who would you rather take your chances with me or them?" No Watch Ben screamed and clamped onto his counterpart "not the response I was waiting for but okay" and in an instant he disappeared

Back with the other's

The two Ben's reappeared "-just as fast"

"okay you can let go of me now, you're safe" Ben replied making No Watch Ben let go

"okay who are you all, where am I, and what's going on?" he asked

"my my so many questions with such little time, I suppose I'll start with introductions; Professor Paradox at your service" he said and they shook hands "and these are different versions of yourself from across the multiverse"

"huh?"

"I suppose to explain that better as well as your last question you'll need to brush up on quantum mechanics and string theory" a hologram of space with multiple Earth's floating around appeared in the large storage shed "There are many dimension, many Universes, many Earths, and thus many Ben Tennysons across those dimensions, dimensions which are not always in sync in time."

"is that all? (Chuckles) I totally get what's going on now"

a holographic tree grew from the floor making No Watch Ben gasp in surprise "think of time and space as this tree. Down here is when you were 10 years old. Right here is now. Up here is when you'll be 30 years old. The trunk is the main timeline. These branches represent alternate timelines, where reality literally branches off and becomes a different timeline, each containing its own Ben Tennyson"

"Make sense now?" Ben Prime asked

"not even a little bit"

"wow even this Ben doesn't have a brain" Gwen 10 said making No Watch frown

"then think about it like this have you ever had to make a decision between doing two things" Ben asked

"yeah"

"well in this universe you did the choice you made where as in another universe that parallels this one you chose all of the other options; for example in this universe you were wondering whether to have cereal or toast for breakfast, in this universe you chose to have cereal where as in the parallel universe you decided to have toast, understand?"

"yeah I do now that makes more sense to me"

"well put master Tennyson, the problem is two people by the names of Vilgax and Eon are working their way through the branches, kidnapping all the different Ben's throughout space and time."

"these guys weren't trying to kidnap me. they were trying to wipe me out." No Watch Ben said

"there is something unusual about you or, more specifically, something usual about your wrist"

"all of the other Ben's had that freaky watch"

"The Omnitrix. Every Ben Tennyson throughout space and time has had his fate intertwined with that of the Omnitrix. you, however, as well as Gwen 10's Ben, have not" before he could say anything more a grenade was thrown in

"get down!" Ben Prime called out but before it could go off Ben grabbed it in his cybernetic and held it out in front of him letting it detonate in his hand shielding everyone from the blast

"weak" he said dropping the fragments on the ground he heard a chorus of dude's and wows behind him "well looks like this party is about to get started" Ben said and he started to walk out of the hole only to bump into Eon who took a few steps back in shock

"they recruited you!" Eon said

"yeah so are you going to give up or do I have to beat you to a bloody pulp"

"I'm actually well prepared to beat you this time" he said before Ben sent him tumbling back with a light flick to the chest

"yeah bet you weren't prepared for that" he called out as Eon came to a stop. As he walked out into the open he looked around and saw multiple different Ben's including a Ben that looked exactly like him only with a psychopathic look on his face "oh dear god" he muttered as the good Ben's and Gwen 10 came up behind him.

Ben watched as Eon got back up and he started to walk over to the one being he hated the most, Vilgax "so many evil me's" No watch Ben said

""Evil" is relative" Bad Ben said

"not to mention offensive" Albedo added

"I don't care what he calls me" Mad Ben said cracking his knuckles

"(Scoffs) Lame" Nega Ben said as he got up

"it was a long process, assembling Ben Tennysons from all over the multiverse, but we had plenty of time" Eon said

"you, however, do not" Vilgax said

Ben stepped forward "hmm lets see we have a guy who thinks black hair is the new brown, an Aussie with a Mohawk, an emo, a zombie, a psychopath, a medieval knight (Sir Ben), and my Albedo you've gotten so much cuter since the last time I saw you" Ben said making Albedo go red with anger "however I seem to have noticed that we're at a slight disadvantage due to that Ben not having an Omnitrix so I'm sure one of you Ben's would gladly give him yours right?" he said the response he got was a chorus of laughter from the evil Ben's

"dude did you really expect one of them to give you their Omnitrix?" Ben Prime asked

"nah I just thought I'd throw the offer out there before I do this" he then turned back to the evil Ben's "now who should I take an Omnitrix from, lets see eenie meenie minnie...you!" he then shot forward and was now holding Albedo up by his left arm with his organic arm

"hey let go of me" he demanded and he punched and kicked Ben with absolutely no effect

"okay squirt here's whats gonna happen, you're going to decouple your Ultimatrix and willingly give it to me"

"and why on Earth would I do that?"

"or else I will break this arm and then tear it off"

"pfft yeah right as if you could 1. do that and 2. would do that"

"I warned yah" and everyone heard a loud crunching followed by Albedo screaming in pure agony "now one last chance decouple your Ultimatrix or else I'll tear this arm off"

"okay! okay! I'll do it! I'll do it" and he said the proper code making the Ultimatrix expand "g-g-go on t-t-take it" he said in great pain, Ben took it off and dropped Albedo making him scream in pain again as his shattered forearm bent at a 45 degree angle, Ben then twisted his ring finger on his cybernetic hand and looked at Albedo

"give me your broken arm now" Albedo quickly did what he said not wanting to risk having another bone broken Ben then, surprisingly, gently held Albedo's broken arm with his organic hand and then used his healing beam on it's wide setting to completely heal his shattered arm in seconds "what? you think I'd just leave a kid with a shattered arm?" Ben asked and as soon as Albedo's arm was healed

"I'm not a kid!" Albedo said firmly

"are you sure (Ben clenched his cybernetic hand into a fist and sparks flew around it) because kids are one of the only things I won't kill"

"okay I'm a kid"

"good answer" Ben then stood up and walked back over to the good Omnitrix users.

"dude, I can't believe you just did that to a child" Ben 23 said

"he's actually a bad 500 year old alien stuck in the form of a 11 year old us" Ben replied casually

"he's actually right about that" Ben Prime confirmed as Ben walked over to his No Watch counterpart he then grabbed his left hand and slid the Ultimatrix onto it. they then saw it retract and go from red to green

"okay Ultimatrix crash course 101, you select an alien like this, you press here to activate it and then you press this down" and in a flash he turned into Four Arms

"whoa who's this guy?"

"Four Arms, basically he has super strength, but for a bonus" he then whacked the Ultimatrix symbol and in another flash he became Ultimate Four Arms "that's the Ultimate function on the Ultimatrix"

"why are you just standing around for kill them!" Vilgax yelled causing the evil Ben's to snap out of their shock and begin attacking the good Ben's and Gwen.

Ship turned into its armour form and began fighting while Ben made his way over to Vilgax who pulled out his sword "hold it before we fight I just want to see a look on your face"

"and what kind of look would that be?" Vilgax asked, Ben responded by lifting up the sleeve on his organic arm and then took a picture of the absolutely shocked look on Vilgax's face "you're a Space Demon!?"

"yep I was offered your position after I killed you" that was actually a lie but he didn't have to know that "technically I don't even need to transform to beat you but just for the sake of joining in, Kickin Hawk" and in a flash he turned into said alien before kicking Vilgax in the stomach sending him flying back "lets see, where did that evil version of me go?" before ducking as a blade of energy nearly decapitated him "okay he's over there" he said and he ran off.

He found his doppelganger slashing at a pink feminine looking Goop "why you not die" he said with his sword fingers repeatedly slicing through her

"man your dumb, you haven't realised yet that im just a pile of goo" she said before something shot past her and stopped behind the Ben attacking, Mecha Ben stopped attacking and fell face first on the ground.

Gwen 10's Omnitrix then timed out turning her back to normal "wow you knocked this guy out with one hit" she said

"yeah you can knock anyone out with one hit if you hit them in the right spot"

"I think this guy needs his head examined, he was a total nutcase"

"that of which I intend to do" Ben said before the fingers on his cybernetic hand turned into various tools he then pried open Mecha Ben's head and began doing some "brain surgery" "you'd better go this might get graphic" Gwen 10 nodded and left to fight another Ben while Ben worked on removing the mind control device from his doppelganger's head.

Gwen 10 arrived to see Ultimate Four Arms fighting, or rather pounding, an alien that looked like Frankenstein's monster "wow this is actually a lot of fun" Ultimate Four Arms slammed Farankenzarro to the ground and then jumped up in the air ready to drive two elbows into his back only to turn back into Four Arms and back to normal before landing on Frankenzarro's back "oh crud" he said as Frankenzarro got back up

"me smash you" he said as he reared an arm back only for Ultimatrix Ben to disappear in a blur "huh?" looking to the side he saw a feminine version of his fast lizard-like alien holding his target

"phew that was a close one, thanks Gwen" Ultimatrix Ben said

"don't mention it" Gwen 10 replied as she put him back on his feet before she began running around Frankenzarro rapidly jabbing his legs with her claws, ending the assault by giving him a tail whip to the face knocking him to the ground. Gwen gave Ultimatrix Ben a triumphant look before she ran off, looking at his Ultimatrix he saw that it now glowed green, activating it he went through several silhouettes until he just picked one at random, in a flash he turned into Diamondhead

"okay let's see what this guy can do" he said as Frankenzarro started to get up. Diamondhead thrust his hand out at Frankenzarro and was surprised as crystals flew out of his hand and struck his target hard "awesome" he said and he kept firing crystals forcing Frankenzarro to retreat "lets see if the others need help" he said and he began following the explosions.

Ben 23 now as Mr. Mucky (Swampfire) was fighting against Bad Ben who had turned into Bad Arctiguana and the two were now throwing fire and ice attacks at each other Mr. Mucky put both hands out in front of himself and fired a stream of fire at Bad Arctiguana who countered with a freeze ray both cancelling each other out and covered the area in a thick mist. Several thuds were heard followed by Bad Arctiguana flying out of the mist "score 1 for the good guys" Mr. Mucky said as he exited the mist only to have bandages wrap around him tightly and he began to get spun around while crashing through the surrounding buildings. As he was spun he saw that the bandages belonged to Benmummy (Snare-oh), making 2 balls of fire in his hands the bandages burst into flames and he was free in second, unfortunately due to the momentum he was sent rolling and tumbling along the ground until he came to a stop, he started to get back up only to have Mad Rath land on him

"let me tell you something Ben Tennyson who has fused two of his aliens together, I'm going tear you to pieces, put them back together, and then tear them up again!" he said before Fourmungousaur grabbed him and hurled him into a building just as Mr. Mucky turned back to normal

"awe man" Ben 23 said as he got back up and looked around at all of the explosions happening and fighting around him "man you could make a movie out of all of this or at least a 2 part episode" he said with a grin, once his Omnitrix began glowing blue he then turned into Speedyquick and ran off.

Ben Prime, now as Humungousaur, was now facing off against Sir Ben "so I take it you decided to use the sword's power along with Diagon's, rather than give it up"

"indeed, I have eliminated many of foe using these power's and I continue using it to cleanse the universe of evil, even if that means taking down anyone who will prevent me from doing so"

"what happened to Gwen, Kevin, and Julie that night"

"they tried to prevent me from using these powers so they all met their demise that night"

"then tell me why are you helping Eon and Vilgax if you're so against evil"

"with their help I shall be able to travel to other universes and cleanse the evil within them, then as soon as my quest is completed I shall vanquish them both"

'I'm really glad I gave up all of their power back then'

"and if I have to eliminate you and all of these other Ben's to complete my quest then so be it, have at thee" Sir Ben then swung his sword and a light blue arc of energy came out and struck Humungousaur in the chest sending him flying back and crashing into a building before his Omnitrix timed out, Sir Ben he then spun the sword around that made a whirlwind which caught Ben Prime and sent him spinning around while being cut and bombarded with debris from the building he had crashed into. The whirlwind only stopped when Sir Ben was knocked over by Nega Bloxx, when he got back up he aimed his sword at Nega Bloxx and blew him to pieces before turning his attention back to Ben Prime who was now back on his feet and had turned into Whampire

"time vor zeh zecond round" he said before he charged at his opponent.

Ship was running from one fight to another helping out in any way it could, as Ship looked around it spotted Vilgax on top of a roof, knowing that he was the main one responsible for all this it flew up to fight him.

Vilgax's stomach was still hurting from the Ben that had kicked before, but knowing that that Ben was a Space Demon that took his place hurt even more "wow one kick and the great Vilgax is down" Eon taunted

"zip it Eon (grabs Eon's head) now open up the portal" Vilgax said and dropped him

"We're partners in this endeavour" he then opened up a portal and Vilgax reached into it and pulled out an odd looking device which he placed on the roof "I should be in on every detail of your plans, especially if they suddenly involve a bomb"

"not just a bomb, a Chronosapien time bomb"

"you're going to destroy this Ben 10 and his timeline? – Nice"

"on the contrary the detonation won't even touch this Ben Tennyson or his timeline. It's designed to wipe other timelines from existence"

"which one?"

"All of them" Vilgax then put in the right settings and activated it. The key on top of the bomb then spun around and a glowing red ball of energy shot up into the sky before stopping and expanding "only this timeline will be left intact, while all others will cease to exist, so every Ben Tennyson not from this timeline will be destroyed"

"but I'm an alternate Ben Tennyson not from this timeline. What what happens to me?"

"Thank you for your help, Eon. Your assistance is no longer required" Vilgax said before he was tackled off the roof by a very angry Ship who started to punch kick and blast Vilgax for what he had just done.

"and there" Ben said as he closed up his doppelgangers head declaring the operation a success, as he got up Ben 23 (now as Toolboxx) and Gwen 10 (now as Rollout) flew and crashed into each other before falling to the ground and turning back to normal

"man these guys just don't give up" Gwen 10 said as she got up followed by Ben 23

"uh guys what's that?" Ben 23 asked as he saw a large red and while dome increasing in size

"if I had to guess I'd say Vilgax just activated a Chronosapien time bomb programmed to eliminate every Omnitrix user as well as their timeline from existence" Ben said as the dome got bigger and closer

"are you serious?" Gwen 10 asked, hoping that he was joking

"yeah I am, well might as well stop it" Ben said they then watched as Mad Ben was engulfed and disintegrated "Clockwork" Ben said before turning into said alien he then pressed the Omnitrix symbol and turned into "Super Clockwork!" Ben 23 and Gwen 10 were starting to shake in fear as the dome got closer and closer, they both wanted to run but something was telling them to stay. Super Clockwork then put his hands out in front of him and to everyone who was watching's amazement the dome stopped expanding as soon as it pressed up against his hands "okay time to send this bad boy back to where it came from" Super Clockwork said and he began walking forward forcing the blast back and making it smaller. As he pushed Mad Ben came out making Super Clockwork stop "you so owe me for this dude" he said and he kept pushing while also making Bad Ben reappear. Super Clockwork kept pushing until the blast was the size of a baseball which he thrust back into the bomb making it deactivate he looked up and saw a surprised Eon "hey bro mind if I use this"

"what are you going to use it for?"

"something SUPER cool" and he began reprogramming it.

Meanwhile

Down below Vilgax was now locked hands with Ship the two trying to force the other back "once I'm through with you all I need is to eliminate one inexperienced Ben Tennyson and then this universe will be mine"

"you know Villy we have a saying on Earth, don't count your chickens before they hatch" Vilgax turned his head and saw an odd looking alien holding his time bomb, he then saw a familiar symbol on his chest

"no it's impossible how did you survive my Chronosapien time bomb!"

"I not only survived it dude, I shoved the blast back into it so it's ready to go off again, of which I'll do right now" he said before he set it off and threw it up into a portal that appeared above them which then closed up.

"what did you just do with it"

"simple I hurled it into your universe, only this time dude I changed it so that every VILGAX not from your timeline will be erased"

Vilgax's eyes widened "why would you set it off in my universe rather than this one" Vilgax asked

"another simple answer I'm going to kill you...that is of course Ben Prime would like to do the honour's"

"dude I'm all for whooping Vilgax's butt but I'd never kill him"

"suit yourself bro, Ultimate Frostbite" and in a flash he turned into said alien Ship moved away from Vilgax

"you think you have what it takes to beat me? I am the conqueror of ten worlds none can surpass me" the next thing Vilgax knew he had Ultimate Frostbites fist lodged in his stomach

"you think you're so great and powerful I massacred over 4000 Incursean's without breaking a sweat (gives Vilgax another hard punch to the stomach) I've beaten a 90 foot tall alien Zombie that could take out a To'kustar, I even beat Vilespa in hand to hand combat (he then began a barrage of punches kicks and tail whips) so killing you will be childs play at best, Shocksquatch" turning into said alien he grabbed onto Vilgax and screeched as he sent massive volts of electricity coursing through Vilgax's body "I bet that this is a real shocking development for yah aye?" Shocksquatch said before he picked up Vilgax and threw him to the ground making a crater as he did. Shocksquatch grinned "Gumwad" he and in a flash he turned into an alien that looked like someone had tried to make a person out of a huge wad of chewed up gum

"grr what the hell is that thing?" Vilgax asked as he struggled to get up

"I'm an Elastomeara and that's all you need to know" he said before his arm shot out and wrapped tightly around his neck before lifting off his feet he then began repeatedly slamming Vilgax to the ground while the fist on the end of the arm that was wrapped around his neck kept punching him in the face.

With one final slam Gumwad retracted his arm leaving Vilgax sprawled out on the ground face down, he then touched his Omnitrix symbol and in a flash he was back to normal "dude I think that was really over excessive" Ben Prime said

"not excessive enough" Ben replied and he walked over to the groaning Vilgax "Ship cover their eyes" Ship understood what Ben meant and it put it's hands over Ben 23 and Gwen 10's eyes. "If you guys also have weak stomachs turn around"

"hey that's enough!" Ben 10,000 called out as he ran over to Ben to stop him.

Vilgax looked up and saw Ben glaring at him "I yield" Vilgax groaned out

"too bad" Ben replied and in one swift motion he grabbed Vilgax's head and tore it off just as Ben 10,000 reached him "want this as a trophy?" Ben asked as he presented Vilgax's head to Ben 10,000

"you're worse than they are, you're a monster" he replied gesturing to the bad Ben's

"believe what you want, I prefer to nip problems in the bud before they bloom into disasters, Supanova" Ben said before he turned into a humanoid figure that looked like he was made of pure magma he then took a deep breath and blew a stream of fire that incinerated Vilgax's body before doing the same thing to his decapitated head.

Up on a roof top Eon watched the scene with a smirk "nice" he said before he opened a portal and walked through it with it closing behind him.

Turning back to normal Ben turned to the bad Ben's as Ship removed its hands from Ben 23 and Gwen 10's eyes Ben then disappeared and reappeared behind Mad Ben "you're lucky you lot aren't going to suffer the same fate as he did"

"stop!" Ben Prime shouted before Ben chopped Mad Ben in the back of the head knocking him out he then proceeded to do the same with all of the other Ben's however when Ben tried to knock out Sir Ben all he ended up doing was making him skid forward

"wow that armours more durable than I thought"

"uh what did you do to that Vilgax guy?" Ben 23 asked

"I killed him, I just didn't want you to see such a gruesome sight"

"dude you are so messed up in the head" Ben Prime said hoping he wouldn't turn on them

Ben then teleported right in front of his Prime counterpart "most people would argue at a statement like that but I fully agree I am messed up in the head, I mean 70% of my brain is mechanical now and from appearances you can easily tell my head is not 100% so I fully agree with you I am messed up in the head" he said with a huge grin on his face.

"Have thou finish with thy buffoonish chatter so that I may now smite thee" Sir Ben asked readying his sword

"um you do realise that you're totally outnumbered right?" Ben 23 questioned

"I have smite entire armies with great ease, taking out just 6 people and a pet will be child's play at best" he said before they all turned into a different alien, he then swung his sword and an arc of blue energy came and struck them all in the chests making them all time out

"well I wasn't expecting that" Ben Prime

"and I bet that thou was not expecting this" before anyone could react he fired two beams from his sword in rapid succession that tore through Ben 23 and Gwen 10's chests sending them flying back and tumbling along the ground until they came to a stop next to each other, now lying perfectly still.

Ben made Ultimatrix Ben (who was next to him) jump in fright as his eye flipped up and his scope came out as he did a scan on the two downed hero's "they're dead" he said before he walked over to them, once he was between the two he shocked everyone by turning into his Anodite form

"no way" Ben Prime said, Ben then put his hands over the holes in their chests before blue waves of light came out of his hands and washed over the two kids with the holes in their chests rapidly closing up until there wasn't so much as a scratch on their now exposed chests. "this guy is just too much, I can't tell if he's with us or against us" Ben Prime said

"I agree he is an odd version of us it greatly disturbs me that he's not afraid to kill at his age" Ben 10,000 replied

"and how the heck did he become an Anodite as well? (looks to his older self) can you do that?"

"no I can't" Ben 10,000 replied just as shocked as his younger self. Once Ben 23 and Gwen 10's chests were fully healed up Ben chanted some words and sent a pulse of mana and life energy into their chests, bringing them both back to life.

the two young heroes both groggily sat up "are you an angel" Gwen asked still not 100%

"yes Gwen I'm an angel, all us angels have flaming heads"

"who are you" she asked finally clearing her head

"I'm the Ben that saved us all from that bomb" he said before he stood up and turned towards Sir Ben "I am going to put an end to this whole mess promptly" he stated before he turned back to normal "darn reviving two people must also take more than just two years off my life"

"you needn't worry about that" Sir Ben said before swinging his sword vertically leaving a long slit in the ground that went between Ben's legs, Ben's eyes and mouth were wide open as he stood perfectly still

"uh dude are you okay?" Ben 23 asked, everyone (minus Sir Ben) got looks of horror on there faces as they saw Ben split in half vertically with the two halves falling to the side Sir Ben then swung the sword multiple times turning the two halves into large bloody chunks which landed on Ben 23 and Gwen 10 causing them to scream.

"Even a foe as mighty as he was could be slain easily" turning to Ben's Prime and 10,000 he readied his sword "does though wish to perish mercifully or painfully"

"Ship" they all turned and saw Ship was now glowing bright green and shaking "die" Ship then shot forward and punched Sir Ben in the face sending him flying back, Ship then began a brutal assault on Sir Ben with punches kicks and firing weapons of all kind while growing bigger and getting faster at the same time.

"You prepare to help Ship if he needs it I'll try and calm these two down" Ben 10,000 said gesturing to the now hysterical Ben 23 and Gwen 10, Ben Prime nodded and then looked at his counterpart in this universe who had now fainted.

'well this is quite odd' the cybernetic part of Ben's head thought 'I wouldn't have thought in a million years that my head could still function without a body' his eye then saw the part of his cybernetic arm which contained the Omnitrix only about two feet away from him 'come on Omnitrix change me into Goop or Swampfire' nothing, Ben focused and concentrated as hard as he could but nothing he even tried turning into an Anodite but still nothing 'come on surly the greatest mind in 5 galaxies could have anticipated something like this...wait' the cybernetic part of his head then teleported the two feet and was now in front of the Omnitrix 'cool I can still teleport which means, sorry about this kid' he then teleported onto Ben 23's lap. As Ben 23 and Gwen 10 were being calmed down Ben 23 felt something heavy on his lap looking down he saw the cybernetic part of Ben's head and went into hysterics again as the eye blinked Ben 10,000 grabbed the cybernetic part and watched in shock as the eye looked at him and then to the side, seeing that he wasn't getting the gesture Ben's eye looked to the side for a bit before rolling his eye around.

Getting the gesture this time Ben 10,000 turned the dial on the cybernetic attachment until he could hear Ben's voice "thanks for that" this made Ben 10,000 drop the attachment "great handling butterfingers" the attachment said before it disappeared from its spot and reappeared in front of the Omnitrix "Blightspeed" Ben's voice said and in a flash all of Ben's pieces turned into glowing yellow pieces covered in smooth grey skin with glowing yellow galvanic Mechamorph like lines on it, Ben's 23, 10,000 and Gwen 10 were absolutely speechless as they watched the two human like feet prop up right followed by all of the pieces fully glowing yellow before little balls of light began coming off of them and merging with the ankles Ben's 23, 10,000 and Gwen 10 watched as the legs reformed followed by the torso arms and then finally the head "phew that was quite an interesting experience" the grey skinned humanoid stated

"what alien is that?" Gwen asked

"Blightspeed, a species that's made of pure light, sorry if I freaked you all out just then" he then turned around and saw a now 50 foot tall Ship brutally beating up Sir Ben "now if you'll excuse me I need to dedub a knight" and in a flash he disappeared.

Sir Ben skidded backwards before charging forward and began countering all of Ship's punch's with sword strikes, he had taken quite a beating from the enraged Ship but thanks to the sword he was still able to fight. Ship, realising that punches weren't working, put both hands together which then merged and formed into a large cannon which was aimed straight at Sir Ben "you foolish creature if you fire a weapon of that magnitude at this angle you'll kill us all" the inside began to glow bright green, Sir Ben readied his sword to at least block the attack when the green started to fade away while Ship shrunk until it was back to it's normal armour form with its arms separating and turning back to normal "I see that thou has come to thy senses"

"Ben?"

"what?"

"he means me" Sir Ben turned around and saw a grey skinned humanoid alien wearing an Omnitrix symbol in the centre of his chest standing behind him with one leg raised "and encase you've ever wondered, this is what it's like to be kicked at the speed of light" Blightspeed then swung his leg which was now glowing yellow and the instant it made contact with Sir Ben's head he disappeared this was instantly followed by 3 buildings collapsing "I bet knight boy felt that one huh Ship?" Blightspeed said before he was embraced by Ship who had turned back to it's regular form "come on, did you really think I could be killed that easily?"

"shi ip ip ship sh ip hip"

"yeah I guess you're right that kind of thing has never happened to me before, well at least I know I can survive something like that" he then saw Sir Ben slowly getting up from the remains of the last building he had crashed into. Blightspeed laughed as he saw the side of Sir Ben's helmet was compacted in trapping his head inside of it. Sir Ben looked at the group and saw that they were all there which meant...

"how did thou survive my attack?" he asked

"the cybernetic part of my head as well as my Omnitrix were still active so that was all I needed to pull myself back together, let's see ya try and top that"

"gladly" Sir Ben then charged at Blightspeed and made multiple sword strikes but his sword just went through him until Blightspeed blocked it with a glowing finger

"if you don't mind I'd like to end this now" he said as he raised his other hand and pointed his index finger at Sir Ben before a beam shot out of it and pierced right through Sir Ben's arm making him yell in pain, Blightspeed then did the same his other arm making him drop his sword, as the armour retracted Blightspeed kept shooting multiple beams that pierced through Sir Ben's arms legs and torso until he finally collapsed and fell face down

"is he dead" Ultimatrix Ben asked (having woken up) as he looked at the now bloody Ben on the ground

"no no I shot him in nonlethal area's so he's just in excruciating pain" Blightspeed replied before turning back to normal, he then bent down and picked up the sword Sir Ben had dropped

"what are you going to do with that?" Ben Prime asked cautiously

"simple, I'm going to make sure that this sword will never cause any more damage" Ben then changed into his Anodite form and touched his counterparts head before frowning, he then straightened up and began to get a blue aura around himself which travelled to the sword sparks began flying in all directions as the aura turned purple and became wild everyone could see the strained look on his face "all...most...there" he said before there was a bright flash of light that blinded everyone for about a minute.

When they could see again, they saw Ben panting a bit before he turned back to normal "okay dude seriously what did you just do?" Ben Prime asked

"I absorbed the full power of Diagon and purified it within my body as well as absorbing all of the power in this sword" he replied before getting a sheepish look "frankly I'm surprised I didn't I didn't kill myself by doing that" he said with a grin, he then took off his shirt and handed it to Gwen who was currently covering her exposed chest with her arms

"thank you" she replied and she put it on.

Ben then looked down at his unconscious counterpart "while in my Anodite form I read this scum bags mind and found out what he had done to the Gwen and Kevin in his universe" he then decoupled the Ultimatrix from Sir Ben's arm and took it "I think I can find a better use for this than he would"

"wait if you could remove the Ultimatrix so easily why didn't you do the same to Albedo's" Ben Prime asked

"his was of a different design so I didn't know how to remove it manually" Ben replied "Clockwork" he then pressed the Omnitrix symbol "Super Clockwork!"

"super? Isn't it supposed to be ultimate?" Ben 10,000 asked

"yeah bro, but with a look this cool super fits this guy even better" Super Clockwork said as he gave Ben 10,000 a solid thumbs up "well time to send these rejects back" and he rapidly fired beams at the Bad Ben's while striking different poses with each beam he shot until only Mecha Ben and Albedo (who was hiding) were left "well the only ones left are that handsome devil and the squirt" he said before his arm extended and grabbed Albedo out of his hiding place and brought him over to the good Ben's "see yah can't hide from me kiddo"

"yep I'm a kiddo alright" Albedo said trying not to get on this Ben's bad side

"so do you have something planned for him" Gwen 10 asked

"yeah I'll find a good home for this little guy, I'll be back" a portal then opened up in front of him and he walked through with it closing behind him. Another one then opened up and he walked out now without Albedo

"that was fast" Gwen 10 said

"to you? yes, to me? I was gone for about a day, now to take this guy" he then picked up his doppelganger and he did the same thing he had done with Albedo "man that was a hard explanation" he said

"now only one more bad Ben to get rid of" Ben Prime said firmly

"who?" Ben 23 asked

"him" Ben Prime said as he pointed to Ben who frowned

"he's not a bad Ben" Gwen 10 stated

"did you not see what he just did he tortured that other Ben and he tore Vilgax's head off like it was completely normal!"

"but didn't they want us dead as well"

"that's not the point killing is never a right thing"

"tell me what would you have done to him if he had of killed your parents? Would you have just given him a bit of a smack down and toss him in a jail cell?" Ben questioned, Ben Prime was silent at that "exactly if I had let him live, he most likely would have done that eventually"

"is it true what you said, that you wiped out every Incursean"

"yep along with the help of my friends and family"

"besides how could he be a bad Ben if he brought Gwen and I back to life as well as save us all from that bomb thing" Ben 23 said with Gwen agreeing

"sorry dude, I may not know anything else about this guy but from what I've seen he's a good Ben, even if his methods are a bit...gruesome" Ultimatrix Ben said, Ben Prime and his older self frowned at this

"I'd just like to be a smartass here (looks at Ben Prime) you constantly boast that you've saved your universe a million times well I just saved every universe in existence from Vilgax" Ben said making Ben Prime scowl for a bit.

Before a fight could break out another portal opened up and Paradox stepped out "ah it's good to see everything has worked out" he then looked at Ben "I must say you are one doosy of a wild card, not even I could have foreseen the events that have occurred because of you"

"thanks Paradox"

"well now that our work is done I'll take all of these Ben's back to their universes" Ben 10,000 said to his younger self obviously still not pleased that the other good Ben's had sided with the Mecha Ben

"darn" Ben 23 said

"darn? Why darn?"

"I wanted to see how different events in different universes played out"

"that actually sounds pretty cool" Ben said with Ship, Gwen 10, and Ultimatrix Ben agreeing

"why not then" Ben 10,000 said

"then off we go! Clockwork (presses Omnitrix symbol) Super Clockwork!" Ben said and in an instant everyone was floating in a blue version of space he then pointed to Gwen "ladies first" he said pointing at Gwen 10

"I wanna see how you lost your arm and the side of your head" she said with the others agreeing

"okay then but just letting you know when we go to past events we'll all be essentially ghosts" and in an instant they were in the camp grounds where Ben had had his major accident.

The next day

"That sounds like quite the adventure you had" Rook said before taking a bite out of his meatball sub

"yeah, that Ben Prime however is way too cocky and arrogant" Ben replied

"from what you've told me he does sound like it, by the way what did you do with the Ultimatrix you took from that bad Ben?"

an Aerophibian then landed next to the bench they were sitting at and in a flash a very happy Jimmy could be seen "Ben mum says you need to be home by 7" he said

"will do" Ben said with a smile

"and once again thanks a billion for giving me an Ultimatrix" he said before hugging his older brother, he then activated his Ultimatrix again and once again turned into an Aerophibian before flying off

Ben turned back to Rook "that answer your question?"

"indeed, and what of that Ben that looked like you, as well as that Albedo from the Prime universe?"

"my doppelganger is back in his universe, I explained the situation to Grandpa Max of that universe and also showed him the mind control device, he and the Plumber's thankfully understood the situation and dropped all charges against him though I'm not sure everyone else will be as forgiving"

"I hope everything works out for him"

"same here"

"and what of Albedo?"

"lets just put it this way, Hipnoteyes is really good at changing memories on a mass scale...especially on adults that never had children"

In another universe

An alarm clock went off and a hand with pale skin reached out to turn it off, with a yawn and a stretch Albedo sat up in a bed "Ben sweetie, breakfast is ready" Sandra called out

"coming mum" the newly named Ben said, he then got out of bed and left his room.


	10. Resurrection

Resurrection

Floating in the orbit of a planet that sat on the edge of the Andromeda Galaxy was a ship of unimaginable proportions was floating silently, inside the control room the sole occupant of the ship was observing a large 9 piece puzzle that currently only had 8 pieces "it's taken me years to complete this puzzle but soon my vengeance will be complete while also making a profit in the process" the figure was Ben Tennyson's one time nemesis Slix Vigma after Kevin had impaled him all those years ago he had been left temporarily offline for several months until his repair system had fully restored him. Once restored to full working order he took back control of the Megacruiser (which Kevin had left in a mountain range on Earth) and continued from where he left off by capturing alien's from their home world and forced them to fight all while wishing to get revenge on Ben Tennyson and Kevin Levin for what they had done, but chose not to act on it less they make sure he couldn't repair himself a second time.

During his travels he had captured an alien who wore what looked like a tile around his neck, after a little bit of torture he had found out that it was actually an ancient puzzle piece that when all nine pieces were gathered together it would reveal the location of 'the god of wish's, Ryo' who would grant any wish that the being who possessed the complete puzzle desired once he had obtained this information he had released all of his prisoners and had gone on a quest to obtain all of the pieces. He had travelled through countless galaxies searching for the puzzle pieces but at long last he was in the Galaxy that contained the last puzzle piece. A hologram of the planet below that had a red dot on it appeared above the incomplete puzzle, signalling the location of the last piece, pinpointing the location on the map Slix teleported down to the planet's surface.

Once he had fully materialised all he could see was desert for as far as the eye could see "according to the scanners I should be on top of it" he said seeing nothing but sand below him, he then saw a large sandstorm heading straight towards him "unless I really am on top of it" teleporting back onto his ship just before the storm swept over his location. While the storm raged over the indicated spot Slix had discovered a large structure buried 30 feet under the sand "bingo" he said before teleporting himself deep inside the structure. When he reappeared he found himself in a temple with flaming torches on the walls and in the centre was a pedestal that had the last puzzle piece on it "how cliché" he said before he floated over to the pedestal he then grabbed the last puzzle piece and teleported back to his ship. As soon as he had left the temple with the puzzle piece the boobie trap protecting it was set off resulting in an explosion that left a thousand mile wide crater.

Slix, now back aboard his ship, placed the last piece of the puzzle with the others, as soon as it was in place the demonic looking face on it began to glow red before it changed and formed into an arrow that pointed to the side, picking up the puzzle which had now turned into one solid tile he turned it and the arrow turned as well while still pointing in the same direction "excellent" he said before the Megacruiser turned and began heading in the direction that the arrow was pointing. During his Journey he had had many ideas of what to wish for, most of them involved killing or maiming Ben Tennyson and Kevin Levin but after spying on them for years using micro drones he had come up with a brilliant plan on not only getting revenge on the two but also obtaining some new champions for future fights in the process.

Travelling from one galaxy to another it took Slix over a week until the arrow lifted off the puzzle and pointed straight down realising that he had reached the planet, grabbing the puzzle he teleported down to the planet's surface, when he reappeared he found himself in a small clearing within a mass of tall tree's the arrow on the puzzle was now pointing straight ahead, floating forward Slix soon spotted a square mark in the ground while the arrow pointed down "that fool had better have been right about this" he then placed the puzzle within the mark and it began to glow brightly the sky then turned pitch black and red lightning began appearing all over it, Slix floated back from the puzzle just before a huge bolt of red lightning struck the puzzle which was followed by a mass of red glowing light coming out of it which then took shape and formed into a 30 foot tall figure, as the light faded Slix could see that the figure looked like a red scaled humanoid dragon with a long snout, muscular body and a crest of 6 spikes.

" **I am the God of Wishes Ryo, speak any wish and I shall grant it** " Ryo said

"I hope that this beast can do it (looks at Ryo right in the eyes) I wish for Ben Tennyson's greatest deceased enemies, bring them all back to life!" Slix ordered

"..."

"well? you said I could wish for anything"

" **indeed it can be done, but I question the wisdom in making such a wish** "

"I don't care what you think just bring them back like I told you to"

" **it is unwise to be rude to a deity** "

"fine pretty please bring them back, is that better?"

" **an extremely foolish wish but very well** " his eyes glowed blue and in multiple flashes of light now standing in front of Slix was Vilgax, Attea, Malware, Discord, Aggregor, Z-1, Phil, Borin, Servantis, and Albedo " **granted now what is your second wish?** "

"A second wish? I didn't know I could get two"

" **you get 3 wishes, you just used your first one now what is your second wish?** "

"oh I know I wish that these 10 were fully under my control"

" **as you wish** " Ryo's eyes glowed again and in union the 10 resurrected villains yelled in pain while holding their heads, this only lasted for a few seconds however. " **granted now what is your third wish?** "

Vilgax smirked "hey you I wish-"

"don't any of you make a wish" Slix ordered making Vilgax stop talking "I wish that my ship the Megacruiser could do anything I desired it to"

Ryo's eyes glowed once again " **your wishes have been fulfilled, fare thee well** " Ryo began to glow brightly before he disappeared, they then all watched as the puzzle began floating into the air

"grab it!" Slix ordered, unfortunately for Slix only Attea was able to fly up and she only managed to capture one piece due to how fast they flew off at. "darn" Slix said as Attea handed him the puzzle piece "oh well all I need is one piece to help me get started on collecting them again" he said before his head was grabbed by a large hand and he was put face to face with Vilgax

"explain what is going on right now or I'll compact you"

"let go of me" Vilgax unwillingly complied

"none of you are to ever hurt me in anyway" Slix ordered making them all frown "now as for what's going on I just had Ryo, the god of wishes, to bring you all back to life after most of your demises at the hands of Ben Tennyson"

"not to sound ungrateful but may I ask why you brought us all back?" Servantis asked

"for two reasons, one to help me get revenge on Ben Tennyson and Kevin Levin, and two to be my new champions for my fights" Slix explained

"I'd much rather get my hands on that flaming monstrosity that killed me" Albedo said as he looked at the new Ultimatrix on his arm

"sorry but I'd prefer not to risk dying again at the hands of that cybernetic monster" Phil said remembering how brutally Ben had beaten him up before killing him.

"You will fight whether you like it or not" Slix said before they all disappeared and reappeared in a massive room filled with different exercise equipment "watching video footage of your past encounters with Ben Tennyson and his team I determined that in your current condition you have zero chance of so much as laying a finger on him, this room which I just had my ship make will allow you all to work out constantly without needing to sleep or eat I want you all to train non-stop until the big fight" the 9 villains frowned and as much as they didn't want to follow a single order from Slix they found themselves starting to use the equipment in the room before it became bathed in a blue light "now if you'll excuse me there's a beast I have to see" he said before he teleported to the Arena where Z-1 was currently located.

2 Month's Later

After another boring day at school all of the student's left with looks of joy on their faces, today was now the beginning of summer break which meant 6 weeks of no school. Ben had decided to walk home to give him time to think about what he should do during his break, after thinking of a multitude of different things he soon arrived home, dropping his bag he flopped down on his bed and gave a sigh before Ship came bounding into the room, leapt up and landed on his chest "hey little guy, miss me"

"ship, ship" it replied before a long glowing green tongue came out and licked Ben's face making him laugh.

Ben then turned on his TV but all he got was static "what the?" he said and in an instant he landed on his back "what the hell" he and another person said in union, due to how dark it was Ben decided to light things up "Heatblast" and in a flash the room was lit up thanks to Heatblast's flames, looking up Heatblast's eyes widened a bit as he saw "Kevin?"

seeing the symbol on his chest Kevin knew who the other person he was with was "Ben, what's going on?" he asked as they both stood up

"I have no idea one second I'm on my bed and the next I'm here"

"I was just tuning a car underneath and" Kevin was cut off as the roof opened allowing them to see that they were now in a very familiar place "it can't be" they said recognising the place they were in instantly.

A huge screen lit up above them showing a familiar face "greetings Ben Tennyson and Kevin Levin, how nice it is to see you again"

"Slix Vigma" Heatblast said with a slight scowl

"how are you still alive?! I pierced my arm right through your chest!" Kevin stated

"indeed but thanks to my repair system I was fully functional within a few months"

"let me guess you have some kind of revenge plot to get back at us!" Heatblast asked

"as perceptive as ever, yes this is a revenge plot for what you did to me. this fight shall be the same as the last time you were here"

"so we're fighting for our lives"

"precisely and this fight is going to be broadcast everywhere so the whole universe will bare witness to your demises, and I'm positive lots of viewers are eager to watch you be killed slowly and painfully"

Ben and Kevin looked at each other and smirked before turning back to the screen "bring it on!" they said in union, a horn was heard and in flashes of red, Techadon Robots began appearing. Going back to back Kevin absorbed a chunk of Duranite in his pocket "Ultimate Four Arms, ready Kevin?"

"oh yeah" Kevin replied while forming his arms into blades

"then it's time to open up some tin can's"

"go!" they said in union and they both rushed forward.

Kevin's arms sliced through the robots like a hot knife through very soft butter, while Ultimate Four Arms smashed the robots to pieces with simple punches, but no matter how many they destroyed more just kept coming "hey Slix quit toying with us and just send them all out at once" Ultimate Four Arms said with the crowd agreeing

"very well then it wasn't nice knowing you" the walls then dropped down revealing the entire arena was now covered in Techadon robots

"maybe you should have just kept your mouth shut" Kevin said

"no arguments here" Ultimate Four Arms replied before tightening his fists "okay double time!" and they continued breaking the Techadon robots with punches, kicks, and in Kevin's case, slices making them explode. By the time they had beaten some 500 odd robots they were now winded and the two gave each other a high five

"very impressive you two" Slix said as his face appeared on the screen "however that was just a warm up, now to let round one begin" Ultimate Four Arms and Kevin's eyes widened as they saw all of the bits of the Techadon Robots start to move and gather together into piles which began to take shape when they had fully formed they were now twice as tall as Kevin large heavily armoured torsos with small elongated heads with a single red eye, long arms and legs with bulky forearms and shins, three long fingers on each hand

"well this just made things interesting" Kevin said

"I have a feeling you should definitely stay in that Duranite form for as long as you can" Ultimate Four Arms said

"yeah I was planning on that"

"well lets continue shall we" and the two ran off in different directions, Kevin was slicing through the robots just as easy as before with each one exploding once cut, but Ultimate Four Arms however was surprised at how durable the new versions were he punched them harder than he had to the first Techadon Robots but all he managed to do was make them skid back looking at the remains of the ones that had blown up he could see the problem "thicker armour huh?" he then looked at his fists "too much surface area, looks like I'll have to downsize, Frostbite" and in a flash he turned into said alien.

The robots started to surround him while he cracked his knuckles "well then lets shake things up a bit" Frostbite focused before he ran at the closest robot and blocked a hit with one arm while his other pierced right into its abdomen, smirking Frostbite fired a tiny energy blast that made the robot blow up "oh yeah this is much better" he then ran at some more and each one he passed he punched or kicked them with attacking limb tearing through each one which made them explode.

Kevin tried punching and kicking his opponents but the blunt force hits had absolutely no effect on the robots "guess I'm not strong enough, oh well" forming his arms into blades he continued slicing them. one by one the robots blew up, Frostbite went to plough through another robot when both of his arms were grabbed by two of the robots "huh?" the robot arms then extended from their "wrists" revealing a long cable inside which launching Frostbite into the air with another two grabbing onto his legs with their arms extending as well until he was finally slammed up against the roof and pinned there "Ben!" Kevin called out before the same thing happened to him once they were both pinned up the appendage on the arms of the ones holding the shot up the cable like extension until they reached the hand and then transformed into guns "shit" Frostbite said before the Gatling guns rapidly fired lasers at them. The robots down below transformed both arms into laser cannons and fired up at the two pinned heroes, soon the whole roof area was covered in thick smoke preventing anyone from seeing the fates of Ben and Kevin.

The robots finally stopped their assault waited for the smoke to clear, when the smoke cleared Kevin (who was still made of Duranite) could see that Ben was back to normal, his clothes were now stained with blood and tattered to the point of uselessness "Ben! oh crap you're hurt badly!" Kevin said before he noticed the look of rage on Ben's face

"are you finished?!" silence "Ultimate Frostbite!" Ben then turned into said alien and yelled while glowing bright blue this was followed by an explosion of energy erupting from Ultimate Frostbite's body. The invisible shield around the arena protected the audience but they were all still blinded by the bright light.

When the light faded Kevin now found himself up against the arena wall, he was now in awe as he looked around and saw that all of the robots had been obliterated by Ultimate Frostbite's attack "whoa"

"I think I got the point across" Ultimate Frostbite said as he landed in front of Kevin and helped him up. Once Kevin was on his feet Ultimate Frostbite sighed and touched his Omnitrix symbol and in a flash he turned back to normal "well little point in wearing these" Ben said before he tore off the remains of his clothes suddenly clamps went around both of their feet anchoring them to the ground "what the!?" this was followed by the entire arena flipping over before flipping back over revealing the arena was now clear of robot fragments "well that's one way to clear an arena" Ben said as the clamps let go of their feet this was followed by everyone in the audience to gasp in shock "what the heck has got them all spooked?" Ben asked

"most likely that" Kevin said while pointing up Ben looked up at the big screen and his eyes widened while his heart fell into his stomach, there on the big screen was a close up of his Space Demon tattoo

"well there goes my life" Ben said angrily he then tried to use his healing beam but all he got were sparks "shit it must have been broken when they shot at me" he said angrily

"couldn't you just turn into your Anodite form to heal yourself?" Kevin asked

"I tried but I couldn't for some reason" Ben replied

"I must say it is quite unexpected that Ben Tennyson, hero of the universe, is nothing more than a vial Space Demon" Slix said with his face appearing on the screen

"hey shut up he is a hero, the only reason he became a Space Demon was to get the others to save his home planet!" Kevin called out

"so he says" Slix added

"you're going to have to do better that just a bunch of tin toys to beat us" Ben said trying to ignore the amount of pain he was in

"oh that was just to get the audience warmed up for the main event, now you two will be facing against my new champions"

"if their anything like your last champion Technorg, Ben and I can handle them no problem" Kevin said

"then unlucky for you they are much more powerful than Technorg, behold my new gladiators!" this was followed by several bright beams of light.

When the light disappeared to reveal Slix's champions both Ben and Kevin's hearts stopped for a few seconds as they saw their opponents "Ben Tennyson, it's been a while hasn't it" Vilgax said with a smirk

"but how? you should all be dead!"

Discord appeared next to Ben with his arm around his shoulders and a cigar in his other hand "oh come on Benny Boy (strikes a match on the cybernetic side of Ben's head and lights the cigar) did you really think that a little death could stop us from getting a little payback?" Discord said as the smoke from the cigar turned into a fist and punched Ben in the stomach, Discord then disappeared and reappeared back in the spot he had been in before only now he was sitting in a large chair with his legs crossed and drinking from a cup that had flames coming out of it "ah fire" he said contently

"Ben what do you think our chances are of surviving?"

"one on one we can beat any of them easily except for Attea, but if they all come at us at the same time I honestly think we don't stand a chance against them, and being as damaged as I am even with the master control my transformation time will be limited"

"oh and if you think you'll have trouble against these nine allow me to introduce you to my tenth gladiator" Slix said, a large hole then opened up on the floor and Ben and Kevin's jaws dropped as Z-1 rose up out of the floor "we're screwed" they said in union.

With looks of dread on their faces they watched as the villains began heading towards them "ready for the ultimate fight Kevin?" Ben asked

"no but I'm not just gonna give up" Kevin replied just as they were about to engage their enemies a dome of pink light appeared and when it faded Ben and Kevin's faces lit up as they saw Gwen, Rook, Ship, Jimmy, and Ester

"what you were going to start this little party without us?" Gwen asked before she changed from her Anodite form back to normal, making her get a questioning look on her face but that was quickly replaced with shock as both she and Ester saw how badly Ben was hurt and they quickly made their way over to the two boys

"well, well if it isn't Kevin Levin and Ben Tennyson's friends, come to rescue them I take it" Slix said before pausing "now theres an idea I was planning on having my champions annihilate you two but I think I'll have this as a tournament instead" a small wall popped up at each end of the arena and the two groups were teleported behind the walls before Kevin (who had now been turned back to normal) and mutated Aggregor were teleported back into the arena

"well this should be over rather quickly, seeing as how I beat you so easily during our last encounter"

"yeah well I'm definitely not the same guy who you last fought" Kevin said before he absorbed the floor and ran at Aggregor with his right arm tripling in size Aggregor raised his top right arm in front of him and formed a crystal shield but Kevin's giant metal arm shattered it like glass and hit him full force in the chest knocking him down Kevin then made himself taller so he was now at an equal height with Aggregor and made his other arm just as big as his right one he then grabbed both of Aggregor's left arms and spun him around several times before slamming him to the ground. As Aggregor started to get back up Kevin punched him in the face which sent him skidding along the floor until he slammed up against the wall of the arena, he quickly got back to his feet and made himself intangible just as Kevin's huge fist was about to him making Kevin punch the wall, surprisingly only making a tiny dent which popped back out.

Aggregor then grabbed Kevin from behind with all four arms and began shocking him, unfortunately for Aggregor the metal Kevin's body was currently made of didn't conduct electricity "big mistake" Kevin said before 10 large metal spikes burst out of Aggregor's back, Kevin then swung his head back hitting Aggregor in the face and making him stumble back off of the spikes which Kevin retracted back into his back, he then turned around and formed spikes on his hands before he began pounding Aggregor. With one final blow Kevin knocked Aggregor down to the ground once again where he remained still "you can get up now, I know you're not that hurt"

Aggregor's eyes opened and he smirked before getting up "impressive you certainly have honed in on your power's" Aggregor said as the holes in his body sealed up so now his body was covered in green spots which then faded into his skin colour "but so have I"

"well then it looks like I'll just have to keep pounding you until you can't get back up" Kevin said before he ran at Aggregor.

Ben, Gwen, Rook, Jimmy, and Ester watched the fight between the two absorbers, they had fussed over Ben's injuries but he assured them that the wounds were only minor at best though secretly that was a lie, Gwen now had an unsure look on her face as she watched her boyfriend fight "Ben, what do you think the chances of Kevin winning are?" Jimmy asked

"quite high, even if Aggregor plans on just regenerating constantly to wear Kevin down, he only has a tenth of Goop's and Swampfire's regenerating abilities so soon he'll be taking more damage than he can recover from" Ben said as he saw Kevin grab Aggregor's lower left bandaged arm and kicked him in the stomach making him fly back with his arm unraveling, once it had fully unraveled Kevin yanked on the bandage hard making Aggregor fly back towards him were Kevin punched him in the face

"what I'd like to know is how is he and all the others alive?" Gwen questioned Ben leaned over to her and whispered "that's what I have my little pal doing right now"

Meanwhile

Ship, now in a liquid form, was silently oozing through the air ducts listening and peering through the grates trying to find out anything it could on how the villains had been brought back to life. Soon it located the control room where Slix was observing the fight "hmm Kevin seems to be a lot more stronger than I realised, maybe I should send in another-" he was cut off as Ship came out of the air duct and completely engulfed Slix. Once merged with Slix Ship began "downloading" all of the information Slix currently possessed, including gaining the same amount of control of the Megacruiser that Slix had before he made his wish. Once Ship had gathered all of the information it needed it demerged with Slix and shot back up into the air duct "what was that? maybe I have a glitch or something" he said before doing a system scan on himself while Ship made its way back to Ben.

Back at the arena

Everyone watched as Kevin kept beating Aggregor relentlessly, even with all of his abilities and power's he could hardly inflict any damage on Kevin and as Ben had predicted Kevin's attacks were taking their toll on him. With one final punch to the face Aggregor fell to the ground and remained still, Kevin then raised up both arms in victory as a close up of the downed Aggregor appeared on the screen with a red X over it, this was followed by Slix's face appearing on the screen "quite impressive Kevin it seems that you're a lot stronger than I anticipated" a red beam of light then shone on Aggregor before he was switched with Borin "but lets see how long you can last going up against one challenger after another" Kevin frowned, if this was how the fights were going to play out he was defiantly going to get killed if he was to go up against Attea "now let the blood bath begin, and make sure that freak pays dearly" Slix said

"I never actually got a chance to fight you" Borin said as he got into a fighting position

"I saw how well you did against Ben until he tore-" Kevin was cut off as Borin punched him in the face, he then rapidly punched Kevin in the stomach before sending him skidding back with a palm strike to the chest. "Okay now you've made me mad" Kevin said, spikes formed on his giant fists and he charged at Borin, only to have him dodge his punch and launch him up into the air with a kick under the chin Borin then jumped up and karate chopped Kevin in the face sending him crashing to the floor as Kevin started to get up the metal receded until he was back to normal "man that guy hits like Ben" Kevin said before a blood covered fist burst through his chest.

An ear piercing scream ran throughout the arena, slowly turning his head he saw Gwen (who had now fainted) in Rook's arms "that girlfriend of yours certainly has a set of lungs" Borin said as he twisted his arm making Kevin cry out in pain a red beam then appeared in front of him as Slix appeared

"so Kevin tell me how does it feel to have an arm pierced through _your_ chest, I bet it hurts a lot doesn't it" Borin repeatedly twisted and moved his arm in Kevin's torso making lots of blood come out, gritting his teeth Kevin grabbed Slix's head and absorbed the metal he was made of until his whole arm was made of metal then forming his hand into a blade he sliced off Borin's right hand making him retract his arm and yell in agony.

Slix quickly teleported away before Kevin could make a swipe at him, turning around Kevin saw Borin glaring at him "I am going to break every bone in your body before killing you" Borin threatened

"yeah, let's see ya try and do that before dying of blood loss" Kevin said with the metal on his arm retracting. Borin then ran forward at unbelievable speeds and kicked Kevin in the side, breaking several of his ribs, he followed it up with a punch to the face breaking his jaw and knocking several front teeth out. true to his word Borin was breaking bone after bone even using his fingers to pierce holes in Kevin's torso, unfortunately for Borin the increased activity had also increased his heart rate making him lose blood faster, Borin's attacks started to become sloppy and he began stumbling until finally with one last blow he and Kevin both fell onto the bloody floor. A picture of both of them appeared on the screen with a red X on it before they were both teleported out of the arena, Borin was teleported to the medical ward of the ship while Kevin was teleported back to Ben and his team

"Wrapps" Ben said and in a flash he turned into what looked like a mummy wearing a doctors coat with a red cross on his chest that had the Omnitrix symbol in the centre while also wearing a surgical mask. Tearing off most of Kevin's clothes Wrapps got to work on healing him; leaning over Kevin he lifted up his surgical mask and a green goo gushed out of his mouth and splattered on Kevin's chest where it looked like it was being sucked into the numerous holes in his torso as well as absorbed into his skin, once the goo was gone the group could see that the holes in Kevin's torso were now gone as well. Pulling the mask back down the bandages on his fingers turned into spikes which he then pierced into both of Kevin's sides simultaneously bulges then began travelling along the fingers as Wrapps pumping something into Kevin's body "it's blood encase you're wondering, he lost a lot of it" Wrapps replied, when the bulges stopped Wrapps removed his fingers which turned back to normal before bandages came off of his body and wrapped around every square inch of Kevin before they started to glow green, Ben's team were snapped out of their awe as Slix's voice said "next challenger" and in a flash of red Ester had been teleported into the arena.

"What the?" Ester said before she realised what had happened looking ahead she saw that she was now up against Phil

"I'm aware of your power's little lady (turns into his monster form) but I know you still can't beat me, we've been spying on Ben as well as you for quite a while now so I know all of your moves" Phil said

"tell me, were you spying on me while Ben and I were in the training bubble?"

"training bubble?"

Ester smirked "I'll take that as a no, you may think you know everything about me but really you're not even close"

"hmm?"

Ester's muscles bulked up her skin went jet black and her eyes went red with black irises "what the!" everyone minus Wrapps said

"if Ester doesn't toy with him this'll be over in 3 seconds" Wrapps said casually before retracting his bandages from Kevin, his bones now fully repaired "wake up" Wrapps said while shaking Kevin, as Kevin started to wake up everyone heard Slix say "begin" Ester raised one arm out in front of her while rearing the other back

"it's stupid to be taking aim like that it just gives me more time to-" *bang* Ester punched Phil so fast and hard in the stomach that all anyone saw was an aftershock as Phil flew back and slammed into the wall of the arena so hard that he left a dent which quickly popped back out. As Phil got to his feet he was immediately punched in the right side of the face and sent flying again before tumbling along the ground until he came to a stop, Ester reappeared for only a second before she pushed off disappearing again. Phil was hit again before Ester reappeared on top of him as she punched into the floor she then leapt off of Phil while spinning in the air before landing on her feet getting back up Phil saw that she had once again disappeared 'she's so fast I can't even see here' Phil thought to himself before his face was smashed into the ground as Ester who was now almost touching the roof punched him in the back of the head Ester then put her and extended her legs jabbing Phil in the back. Ester's arms shot down and grabbed onto Phil's head before retracting them making her smash into him at full force and sent them both crashing through the floor several loud bangs were heard before Phil burst through the floor on Ester's rapidly extending arm and slammed up against the roof.

Ester jumped out of the hole as her arm snapped back to normal and she watched Phil free fall to the ground. Just as Phil was about to fall back through the hole Ester kicked him in the face sending him tumbling along the ground again. Ester watched as he greatly struggled to stand up "time to end this" she then stretched both arms back a good 100 feet behind her and she shot forward while retracting her arms and the instant Phil was standing up straight she slammed both palms into his chest sending him flying back and slamming into the wall with such force he left a full body imprint on it. Everyone watched as Phil reverted back to normal and face planted on the floor, a close up of Phil appeared on the screen with a red x on it "alright who's next?" Ester asked

"quite eager aren't you" Slix said appearing on the screen "however let's make the next fight involve one of my main objectives" and in a beam of red light Ben (who had turned back to normal) and Ester swapped places "now lets make things a bit harder for you" and in another red beam Z-1 was now standing across from Ben while Phil had been teleported out of the arena

"awe shit" Ben muttered as he looked up at Z-1

"me remember what you did to me, you kill me, now me kill you!" and Z-1 kept growing until his head hit the ceiling

"it would seem as though this arena is a tad too small for him" Slix said as he saw Z-1's head hit the ceiling and at his command the whole arena began expanding until it was 30 times bigger than it was before which was followed by Z-1 getting even bigger until he was 150 feet tall again

"yeah that should do, Way Big" Ben said before turning into said alien. Way Big now being over 200 feet tall looked down at Z-1 "okay pee-wee let the rematch begin" Way Big said before a red beam shone on Z-1 and made him Way Big's height "I hate this ship" Way Big muttered before Z-1 punched him straight in the face knocking him off his feet, Way Big then landed on his hands and flipped over back on his feet the two giants then ran at each other and punched each other in the face, Way Big being the first to recover began delivering one solid blow after another to Z-1 with each hit making a boom on impact.

With a leg sweep Way Big knocked Z-1 onto his back and began repeatedly stomping up and down on Z-1, after the 10th time Z-1 swung his arm knocking Way Big's legs to the side and then punched him hard in the back before tossing him to the side. The two giants got back to their feet and immediately locked hands trying to force the other "I may not have Kevin or Gwen to help me beat you this time but I'm not going to stop until one of us is dead" Way Big said

"you the one who gonna die" Z-1 stated before he started swinging Way Big around until he let go sending Way Big to the side and crash into the wall with such force the entire ship shook violently.

As Way Big got back up Z-1 punched him straight in the face sandwiching his head between his fist and the barrier he then picked up the dazed way big and threw him to the ground before jumping up and giving him an elbow drop to the chest followed by a kick to the side that sent him tumbling to the side "I've gotta remind myself to eat Slix" he said as he came to a stop he then flipped back avoiding another hit before launching himself forward and socked Z-1 in the side of the head clearly breaking his jaw at the same time, Way Big then crossed his arms in front of himself and fired a cosmic beam at the stumbling Z-1 hitting him full force.

The beam carried him across the arena and slammed him into the wall, the audience watched in awe as the downed Z-1 got back up on his feet only to be knocked down again as Way Big fired a barrage of cosmic beams at Z-1 with each one getting more and more powerful. Z-1 groaned "cut it out" and a beam shot out of his cybernetic eye that pierced right through Way Big's chest making him stop zapping Z-1 and hold his chest in pain. Z-1 got back onto his feet and charged at Way Big "Frostbite!" Way Big shouted and he shrunk just in time to avoid Z-1's fist "man it feels like I have a red hot iron bar pierced through my chest" Frostbite said as he put his hand on the bloody hole, sensing danger behind him he flew up avoiding a punch before grabbing one of Z-1's horns and slammed his head to the ground, keeping Z-1's head pinned down he took a deep breath and blew out a blizzard that encased Z-1's head and stuck it to the now ice covered floor.

Flying to the other side of the arena Frostbite landed into a kneeling position and began trying to recover and think of a plan "maybe if I go ultimate I'll be able to take him down for good" pressing his Omnitrix symbol he turned into Ultimate Frostbite "alright time to take the big guy down" and he flew up in an ark towards Z-1, Ultimate Frostbite came down and planted both knees into Z-1's stomach making it cave in as well as make the whole ship shake, he then flew up again and fired a barrage of energy blasts engulfing Z-1 in a huge cloud of smoke. Ultimate Frostbite stopped firing energy blasts and instead began charging up a large energy blast, just as he went to throw it down Z-1 lunged out of the smoke and punched Ultimate Frostbite making his energy blast detonate, the results were Ultimate Frostbite being slammed up against the ceiling and Z-1 having every bone in his right hand fractured but due to him not being able to feel pain he didn't even notice it. Up above Ultimate Frostbite was in a lot of pain "damn it if I wasn't so badly hurt from before I could have probably beaten him by now" he said before Z-1 fired another beam straight at him. Ultimate Frostbite dodged the beam and flew straight down towards Z-1 with his right arm extended, intending on giving him a powerful power punch. Just as Ultimate Frostbite was about make contact with Z-1 there were two bright flashes before Ben punched Z-1 right between the eyes, with absolutely no effect "..." *WHAM* Ben was smashed into the ground by Z-1's massive fist

"shit his Omnitrix timed out" Kevin said

"Ben's lost stop the fight!" Ester shouted

"no, I think it'll be much more entertaining to see him be smeared on the arena floor" Slix's voice said as Z-1 lifted his hand to show Ben sprawled out

"good thing I'm a lot tougher than the average human" Ben said before activating the jets in his feet and flying up into the air "I should be safe up here, he can't fly" he then saw Z-1's cybernetic eye glow red again and before he could move multiple lasers fired out of his eye which pierced right through the organic part of his body with the final shot going right through his head, taking out his cybernetic eye, everyone watched as Ben plummeted and crashed into a bloody heap on the ground. At first there was silence as Ben lay still on the floor, the silence was then broken as Ben started to force himself up "I don't know why I'm getting back up *chuckles* it would be a lot less painful if I just rolled over and died" he finally managed to get back to his feet "but there is no way I'm letting Rozum have the last laugh in this" seeing the Omnitrix now glowing green he was about to call out an alien name when two figures materialised in front of him, everyone watching got looks of shock on their faces at the two new arrivals especially the tallest of the two "Ben 23 and Azmuth?" Ben said

"GAH! dude what happened to you?!" Ben 23 asked with a look of horror on his face

"him" Ben said pointing to Z-1 Ben 23 gave a slight yell of surprise as he saw Z-1.

With Slix

"A second Ben Tennyson? I must say that this is quite unexpected, I'll let him join the fight if he so chooses to, I could make things rather interesting"

Back in the arena

"Wait didn't you kill that guy ages ago?" "yeah, but somehow he and a group of other scum bags were brought back to life"

"is this a bad time?" Azmuth 23 asked

Ben smirked "no this is a perfect time (looks at Ben 23) wanna help me take down this beast before I die of blood loss?"

"uh sure" Ben 23 replied, getting an unsure look on his face, knowing that this was about to get ugly Azmuth 23 teleported back to his universe

"great, turn into Way Big" and in a flash Ben turned into said alien, Ben 23 searched through his Omnitrix (he had started calling it by it's official name recently) until he found the right alien and pressed down on it turning into

"Giant-Manster!" he looked almost exactly like Way Big only he wasn't a bloody mess and his armour was blue instead of red

"alright let's do this" Ben said before there was a bright flash of green behind Z-1 which was followed by a pair of white, red bladed arms getting Z-1 in a master lock

"okay guys let him have it" Jimmy now as Way Big said, Way Big and Giant-Manster began pounding Z-1

"B23 don't go easy in the slightest against this guy, we need to beat him until he can't move" that's when Way Big got a great idea with a solid kick Way Big sent Z-1 flying to the side and out of Jimmy's grip he then told the two his idea. As Z-1 got back to his feet he watched two of the To'kustar's go to the sides while the hurt one gestured for him "come and get me ugly" Z-1 then charged at Way Big while ignoring the others Way Big then leapt up into the air making Z-1 stop that's when Giant-Manster and Jimmy moved in. Jimmy got Z-1 in a headlock puffing his chest out he then yanked Z-1's head back, Giant-Manster followed it up by punching Z-1 in the stomach so hard that his fist pressed up against the curve of Z-1's spine forcing it back the combined efforts of the two now had Z-1's spine completely straight

"now Ben!" they said in union, Way Big then pressed his Omnitrix as he came back down turning into

"Ultimate Way Big!" Z-1's eyes widened slightly before Ultimate Way Big's foot came down on his face, the sounds of crunching and snapping as Z-1's spine was crushed under the weight of Ultimate Way Big echoed throughout the arena making most of the audiences stomach's turn.

Giant-Manster and Jimmy let go of Z-1 and in a flash the two heroes turned back to normal, everyone watched as Z-1 one started to fall back and as soon as he hit the floor the audience erupted in cheers. Jimmy and Ben 23 fist bumped "awesome teamwork" Ben 23 said

"definitely...hey where's Ben?" Jimmy asked he got his answer as Ben landed on his back next to them, turning his head he looked at them and forced a smile before he began coughing out blood

"*cough* great work guy's *cough* you really saved my hide *cough*" the three boys didn't even notice that they were teleported back to their side and the arena shrunk back to normal.

Jimmy kneeled down next to Ben "quick change me into Wrapps and I'll heal you!" he said desperately while pressing his Ultimatrix up against Ben's cybernetic hand, Ben weakly pressed the face of Jimmy's Ultimatrix a few times and in a flash he turned into Wrapps before he went limp, wasting not even a second Jimmy got to work on healing Ben.

After healing all of Ben's cuts Jimmy began pumping blood into Ben's body just like Ben had done to Kevin. As soon as he took his fingers out of his brother's sides he was teleported back into the arena before he had the chance to heal Ben's bones and muscles and he found himself now facing against the rest of the villains "hey that's not fair, it's one on six!" Jimmy stated

"rule one in illegal revenge fights kid there are no rules" Attea said

"besides it would be much more satisfying to have the brother of Ben Tennyson tortured and killed to leave him with a life time of grief" Servantis stated

"he's Ben Tennyson's brother?!" the other's exclaimed in shock before smirks came onto most of their faces.

"Ship teleport the audience out of here, lower the barrier, and see if you can make it so that I can use my powers" Gwen said

"Ship" it replied and in a flash of red the audience disappeared before the others leapt over the wall and into the arena.

With Jimmy and Ben 23

Jimmy and Ben 23 had teamed up against Vilgax and were currently holding their own against him, the two heroes had turned into Four Arms and Handy Man and were trying to beat down Vilgax, try being the key word Vilgax's reflexes were so good that he was able to both block their hits and deliver blows at the same time with a solid punch to the chest each he sent the two skidding back "okay then new plan" Four Arms said he then touched his Ultimatrix symbol and turned into a six foot tall lean light blue alien wearing green boxing shorts and a large black belt that had the Ultimatrix symbol on the front, red boxing gloves on both hands and a large black afro on top of his head "Knock-Out!" he said and he threw 20 punches in a second on both arms "okay big guy time for round 2" Knock-Out stated and with incredible speed he zigzagged over to Vilgax and began delivering multiple punches to Vilgax's stomach while also avoiding any of Vilgax's attacks with his own heightened reflex's

"hey I've got another guy similar to that" Ben 23 said, searching through his Omnitrix he found the right alien and pressed down on it and in a blue flash he turned into an alien similar to Knock-Out only this one wore blue boxer shorts with a gold belt it's hair was spiked up instead of being an afro, its boxing gloves were gone and its legs now looked like springs "Kickback" he said making Knock-Out stop

"cool, haven't seen that one"

Kickback crouched down with his legs shaking before he shot straight towards Vilgax flipping over in the air his legs shot out and he kicked Vilgax right in the face, Kickback bounced off of Vilgax and began bouncing all around the arena constantly kicking Vilgax while Knock-Out continued pounding Vilgax. Just as the two were about to deliver a finishing blow their watches began beeping and in union they both turned back to normal, Jimmy almost broke his hand punching Vilgax while Ben 23 almost broke his leg as he kicked Vilgax in the head.

Vilgax began laughing despite the amount of pain he was in "you two brat's were playing against time and you lost (cracks his knuckles) now I believe I'll be the one to make the finishing blow" with a simple kick he sent Ben 23 flying to the side before he pinned Jimmy down to the ground and pressed his thumb on Jimmy's neck ready to crush it "any last words, _Tennyson_?" Jimmy tried to speak but Vilgax's thumb prevented any air from coming out "very well, die"

"LEAVE MY BROTHER ALLOOONE!" a familiar voice called out before Vilgax was hit in the side of the head and sent flying across the arena. Jimmy who was now coughing looked and saw Ben with his cybernetic arm extended out in front of him Ben then kneeled down next to him and helped him up "are you okay Jimmy" he asked as he gently rubbed his brothers throat

"yeah *cough* I'm fine, thanks for *cough* saving me"

"hey you're my little brother I've got to look out for you because that's what big brothers do" Ben replied before they hugged when they broke apart they looked around and they saw who was fighting who Gwen was up against Discord and appeared to be losing as Discord used his form of magic to basically toy with her, Rook was up against Albedo who was now Humungousaur and they appeared to be fairly even, Ship much to Ben's fear was fighting against Malware who was taking all of Ship's attacks while not receiving any damage, Ester was up against Attea and was getting the snot beaten out of her, and Kevin was currently beating Servantis to a bloody pulp "they're all a lot stronger than they should be, maybe Slix did something to them...by the way how did you get into the arena to help me before?"

"Ship downloaded the program, I guess you could put it, that allows Slix to control this ship he dropped the barrier to allow me to enter" Jimmy explained

"at this rate most of our team is going to lose" Ben then looked down at his Omnitrix and an idea came to him "I know it might be a tini bit over the top but..." Ben then sent out a message to Ship. Upon receiving the message Ship abandoned his fight with Malware and flew over to where Ben 23 was starting to get back up, grabbing the young hero it flew over to Ben and landed next to them.

"Okay guys we are going to take out all of these bad guys with ease" Ben said

"yeah, may I ask how?" Ben 23 asked while nursing his sore side

"turn into Frostbite, you too Jimmy" the two young heroes did as Ben said before Ben himself also turned into Frostbite "okay Ship you know what to do" "ship Ben" Ship replied before turning into a liquid and then engulfing the three transformed heroes...

The fights were interrupted by a bright green flash turning they were surprised to see a new but familiar looking alien, he looked similar to Frostbite only he was about a foot taller than Vilgax, had a larger muscle mass, his skin was a slightly darker shade of blue, the horns on the side of his head were now longer and pointed straight up, the tip of his tail now had a large spiked ball on the end, and he was wearing a black and green breast plate with the Omnitrix symbol in the centre "alright!" he said while raising his fist, his voice surprised them all it was like Ben, Jimmy, and Ben 23 were talking in union while trying to make their voices sound slightly deep

"I don't believe it" Kevin said

"Ship fused the three of them together" Gwen said

"just call me Apex Frostbite" he said before disappearing. He reappeared behind Discord "you're going back to hell" he said he then punched Discord in the back making him fly forward before blowing him to bits with a simple energy blast "now then (turns to Malware) time to kill the thing responsible for turning a third of me into a mechanical monstrosity" he then shot forward and began pounding Malware with such force that everyone could feel the aftershocks from each blow, with one final hit Malware was sent skidding along the ground. When he came to a stop he saw a pair of feet in front of him looking up he then saw Apex Frostbite have his hand extended out which began to glow "never return" and wit another energy blast he disintegrated every atom of Malware's body.

"two down, three to go, Servantis is all yours Kevin" he then turned to Albedo and shot straight towards him, stopping with his fist almost pressing up against Albedo's spine "you're lucky I don't hate you enough to kill you" he then removed his fist and Albedo fell to the ground unconscious. Straightening himself up he walked over to Vilgax who was now standing up "you know Vilgax it's not every day that someone dies for a third time" he said before stopping in front of his target then in the blink of an eye he punched Vilgax across the face both breaking his neck and send him tumbling along the ground until he came to a stop. Apex Frostbite flew over to the downed Vilgax and stopped next to him, grabbing him by the front of his armour he hoisted him up until his feet were just an inch above the ground with his head tilting to the side "you've killed thousands, hurt millions, and you're the reason a third of me went on a killing spree throughout the universe (puts his right hand on Vilgax's chest) the universe will be a lot better off without a being of your evil in existence. Goodbye" he then fired a beam from his right hand which tore through Vilgax's body. Everyone on Vilgaxia yelled and screamed in horror as they watched their leader die brutally on every screen on the planet.

Vilgax while still being held up by Apex Frostbite now had a massive smoking hole in his torso, the Ship armour began glowing a bit before a hole opened up beneath Vilgax's feet "I hope you don't give the beast's down there any indigestion" he said with a grin before letting Vilgax fall into the hole which lead to the pit of beasts a few floors down. "now lucky last" he said while turning to Attea

"trust me Tennyson's, I'm a hell of a lot stronger than I was the last time we met" Attea said while she secretly powered up

"why do you think I had Ship fuse us all together?" he asked, Attea smirked

"that just means I can kill 3 Tennyson's at once (cracks her knuckles) let the rematch begin" in an instant Ben's team as well as Albedo and Servantis, the latter of whom had been knocked out by Kevin, were teleported into the stands and the barrier was put back up before Apex Frostbite shot forward and the two immediately began throwing punches at each other. Attea flew up to avoid a blow from him only to be intercepted by him and the two began exchanging blows again with each impact making loud booms. Attea was sent flying back by a punch to the chest, but she quickly recovered and was able to catch both of Apex Frostbite's hands preventing him from hitting her, Apex Frostbite kept trying to force his fists forward but Attea kept them firmly in place. a large grin crossed his face "what are-" Attea didn't get to continue as his spiled ball tail struck her in the side, making her let go of his hands before he socked her across the face making her fly back.

As soon as she recovered she was forced to block a barrage of punches and kicks from her opponent until he found an opening and kicked her under the chin sending her up into the air. As he flew after her there positions turned as she flew back and began forcing him to start blocking her attacks, she finally slammed and pinned him down to the arena floor so she now had one hand on his face and the other on his chest "just letting you know I'm currently only at 60% of my full power which is constantly rising by the minute" she mocked before she began unleashing multiple energy blasts while slowly floating up. When she finally stopped she crossed her arms and smirked "well I hope that'll teach you not to mess with the princess" she said while looking at the thick black cloud of smoke on the arena floor.

When the smoke cleared she saw Apex Frostbite standing up without a scratch while looking at her with narrowed eyes "I must say I am impressed, you're a lot more durable than I thought you were, guess I just have to actually try to beat you from now on" Attea stated before the two flew at each other and continued throwing punches at each other. Apex Frostbite knocked both of Attea's arms to the side before blasting her at point black range making her skid back along the arena floor, as soon as she came to a stop he flew towards her and kneed her in the stomach followed by a palm strike to the side of the head and ended with another energy blast which sent her crashing into the arena wall. Attea stumbled forward a bit before she cleared her head and avoided a punch from Apex Frostbite "alright horn boy now you've made me mad" she said and in an instant she went all the way to her max she then shot forward at a blinding speed and socked him in the jaw, she then followed it up by headbutting him in the stomach and then giving him an upper cut, she then shot up past hand came down to kick him only for him to dodge but she quickly reacted and gave him a chop to the neck, breaking through the defence he put up in the process and followed it up with a roundhouse kick to the same spot. Grabbing both of his horns she kneed him in the face 20 times in 4 seconds before hurling him down to the ground and as soon as he hit the arena floor she fired an energy blast which resulted in a large explosion.

When the smoke cleared Apex Frostbite was lying face down on the arena floor 'wow she's stronger than I thought she was going to be, guess it's time to use my trump card' Apex Frostbite thought before he got to his hands and knees he frowned as he saw the puddle of purple blood where his face had been, once back on his feet he turned around to see Attea standing a few meters away from him with her arms crossed and a smug look on her face

"kudos to you for being able to stand up after that"

"I admit that you far surpassed my expectations of how strong you've gotten, however I still have a trump card that'll hopefully allow me to beat you"

"and what prey tell would that be?"

"this" and with a press of his Omnitrix he turned into "Omega Frostbite!" everyone was immediately creeped out by Omega Frostbite's appearance, his chest was a bit more broad with an extremely elongated skull. His nose had melded into his mouth to form a crude beak. He now had 3 pairs of horns along the length of his head that stuck out to the side. Two pairs of spikes stuck out of his back and curve upward somewhat, and the natural armour on his shoulders now stuck outwards like shoulder pads "wow! Okay this is defiantly not what I was expecting the Ultimate form of this guy to look like" he said while looking himself over he then looked at Attea and was surprised at what he saw, Attea was punching and kicking him constantly but he wasn't even feeling her attacks then with a slight flick to the stomach he sent her skidding back on her feet. when she stopped she kneeled down and held her stomach in pain while gritting her teeth "wow I didn't know going ultimate would make me this strong, I think I'll start using a toad as a punching bag to fully test myself" Attea yelled and flew straight at him only to shoot straight past him she tried multiple times to hit him but despite his large hulking figure he dodged every time with no effort at all. Attea stopped and fired an energy blast at him from behind only for him to turn around and punch it sending it straight back at her, she leaned back and watched it fly over where her head had just been, as soon as she straightened herself up she kicked in the face and forced back again "I'll give you a chance, give up" Attea growled as she straightened herself up.

Omega Frostbite smirked "hey did you know your nose is bleeding (stands up straight) clean yourself up, you're a disgrace" wiping her nose on her glove she returned the smirk

"I maybe at max power right now but I can still increase my strength even more" a purple aura surrounded her and she punched him in the stomach making him bend over, this was followed by an elbow to the back, a kick that sent him up into the air, a back hand that sent him crashing to the ground, and ended with a huge energy blast.

When the smoke cleared Attea's eyes widened as she saw Omega Frostbite standing up without so much as a scratch on him while aiming his right hand at her "that's not a blast (a glowing ball formed in his hand) this is a blast" and he fired an energy blast that was twice as big and fast as Attea's which hit her dead on resulting in an even bigger explosion.

With Slix

Right now he was raging mad that his plan to eliminate Kevin Levin and Ben Tennyson had failed big time thanks to his meddling friends and right now his strongest fighter was lying still on the ground smoking if she lost then he would be forced to send them back to the mud ball that they called a planet and leave as fast as he could so that they didn't come after him.

Back in the arena

Attea, with quite a bit of effort managed to get to her feet her clothing was now burnt and ripped while her body was covered in multiple cuts and burns 'alright, lets try a different tactic' she thought to herself taking an insanely deep breath making her chest expand to 3 times it's normal size she blew out a thick cold fog that completely engulfed both of the two fighters "now try and hit me ugly" Omega Frostbite heard Attea call out

"okay then" he replied multiple bangs and booms were heard coming from the cloud of fog before Attea, even more hurt than before, skidded out while holding her side. As the fog dissipated Omega Frostbite could be seen with his arms crossed

"how did you know where I was"

"I'm a full Tundraian, I can see through even the thickest of fogs as clear as day" Attea shot forward while sparking and grabbed onto Omega Frostbite before sending thousands of volts of electricity coursing through his body "ah that feels good, it's really loosening up my muscles" he said in a pleased tone Attea pushed off of him with a kick and flipped over before landing on her feet "awe over already? and here I was starting to enjoy it"

"you've got some nerve making me into a joke. I'll kill you I swear if its the last thing I do. I am not your entertainment!"

"heh, coulda fooled me" Attea shot forward and punched Omega Frostbite with such force that it shook the entire ship but he had just blocked the hit by crossing his arms in front of him. She began rapidly punching his crossed arms trying to break through them but no matter how hard she hit him he didn't even flinch, he began dodging all of her hits again until he kneed her in the stomach and punched her in the face sending her tumbling backwards.

Attea was now on her back holding her face in pain "you bastard!" she yelled but her voice was muffled by her hands. She soon got to her feet and yelled in rage before shooting forward again but as she swung her arm at him he disappeared and reappeared behind her kicked her in the back the two then both disappeared. Every time they reappeared Omega Frostbite could be seen hitting Attea in one way or another, when they both reappeared for the final time Attea was even more of a mess than she was before

"look Attea just give up, you can't win"

"never!" she began attacking again "if you hadn't fused together I could rip all three of you apart!"

"look who's talking if you hadn't have used Heatbat's machine even Jimmy could beat you _without_ transforming" he said while blocking her punches with one hand, he then grabbed one of her fists and threw her down onto the ground before pinning her head down with his foot "two words princess; give up" Attea growled

"even if I wanted to I can't"

"huh?"

"Slix made a wish that me and the others would be under his complete control and he told me that I have to keep fighting no matter what!"

"hmm interesting, so in order to stop you I have to prevent you from moving...maybe I should do to you what we did to Z-1" he then moved his foot onto her back and just as he was about to shatter her spine he heard "ship" and Omega Frostbite began to glow and in a flash of light Ben 23 and Jimmy were thrown to the sides and Ben was thrown back

"ship Ben sh ip ip shi" Ship said now in it's normal form

"awe man" the three boys said in union, Attea began to laugh as she struggled to get up "you three morons were playing against time, and you lost, now I'm going to-" *wham* Attea was knocked off her feet and landed on her back

"I may not be able to turn into an alien just yet (his Omnitrix was temporarily drained) but I'm still strong enough to make sure you never get up again"

"shit" Attea muttered before Ben picked her up and began beating the day lights out of her already extremely weakened form.

"he really is the ultimate Ben" Ben 23 said

"that's my brother" Jimmy said proudly, with one final punch Ben knocked Attea out cold

"and victory goes to team Tennyson" Ben said triumphantly while raising a fist in the air with his brother and Ben 23 joining him. The victory was cut short however as an enraged Slix appeared in front of Ben and wrapped his thin fingers around his neck

"you worthless meat bag, you have ruined my plans for the last GAH!" Slix now had a huge metal spike jutting out of his chest

"hey Slix have a bit of Déjà Vu?" Kevin asked with a smirk

"curse you Levin" Slix said while looking down at the spike protruding from his chest, Ben's hands then slapped on the sides of Slix's head and forced him to look straight at him

"and don't you even dream of coming back" he said before he crushed Slix's head flat, Kevin then turned his arm into a blade and brought it down splitting most of Slix's body in half Ben then dropped the mangled machine on the ground and they both stomped it flat "think he's coming back from that?" Ben asked

"hope not" Kevin replied as the others joined up.

Ship leapt up and landed on Ben's shoulder before rubbing it's face on his "great job at dropping the barrier to allow everyone to enter?" Ben said

"ship" it replied

"so Ben who's the mini you?" Gwen asked

"guys, this is Ben 23, my counterpart from universe 23"

"sup" Ben 23 said

"so now that we're not fighting for our lives, what brings you here?" Ben asked

"well Azmuth and my grandpa needed a little vaycay away from teaching me so Azmuth thought it would be good for me to learn from another hero so who better to teach me than the best Ben in the whole multiverse"

"I must agree you are the best person to learn from" Rook added

"ship sh shi" Ship said before it spat out the puzzle piece it had taken from Slix onto Ben's hand before merging with the cybernetic part of Ben's head, Ben looked at the puzzle piece and grinned

"what's that Ben?" Ester asked

"this is a part of a 9 piece puzzle that when all 9 pieces are put together allows you to summon the God of Wishes, Ryo, this is how Slix was able to revive those guys"

"and you know this how?" Kevin asked as Ship demerged from Ben's head revealing that his eye and head were fully repaired

"Ship absorbed the information from Slix while you and I were fighting (a thought then came to him) hey Gwen you're on holidays now right"

"yep"

"then how's about we all go on a treasure hunt" Ben said while holding out the puzzle piece

everyone smiled and cheered "yeah!" while raising a fist up into the air each.


End file.
